Unassociated Document


    
      EXHIBIT
10.30

       

      EXECUTIVE EMPLOYMENT
AGREEMENT

       

      THIS
AGREEMENT made as of the 31st day of July, 2009.

       

      BETWEEN:

       

      CARDIOGENICS
INC.,

       

      (hereinafter
referred to as the "Corporation"),

       

      - and
-

       

      YAHIA
A. GAWAD, MD,

       

      (hereinafter
referred to as the "Executive"),

       

      WHEREAS
the Corporation has offered employment to the Executive in the capacity of Chief
Executive Officer, and the Executive has accepted such offer of
employment;

       

      AND
WHEREAS the Corporation and the Executive have agreed that the terms and
conditions of such employment relationship shall be as set out
herein;

       

      NOW
THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each party, the parties agree as follows:

       

      ARTICLE 1

       

      INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              


      

       

      For the
purposes of this Agreement:

       

      "Affiliate" has the meaning
ascribed thereto in the Business Corporations Act
(Ontario), as such statute may be amended or replaced from time to
time;

       

      "Base Salary" has the meaning
set out in Section 4.1;

       

      "Board" means the board of
directors of the Corporation and includes, where the context requires, any
compensation committee or similar committee of such board to which such board
may delegate matters relating to the terms of employment of senior employees of
the Corporation, including the Executive;

       

      "Cause" has the meaning set out
in Section 5.2;


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      "Change in Control" shall be
deemed to occur on:

       

      
        	
                 
      

              	
                (a)

              	
                the
      date of the acquisition of securities of the Corporation (including
      securities convertible into Common Shares and/or other securities of the
      Corporation ("Convertible
      Securities")) as a result of which a person or group (an "Acquiror") owns
      beneficially Common Shares or other securities of the Corporation and/or
      Convertible Securities such that, assuming the conversion of Convertible
      Securities owned beneficially by the Acquiror but not by any other holder
      of Convertible Securities, the Acquiror would own beneficially (i) not
      less than 50% of the Common Shares or (ii) shares which would entitle the
      holders thereof to cast not less than 50% of the votes attaching to all
      shares in the capital of the Corporation which may be cast to elect
      directors of the Corporation; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      date upon which the following two conditions shall have been
      satisfied:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      acquisition ("Acquisition
      of Control") of securities of the Corporation (including
      Convertible Securities) as a result of which an Acquiror owns beneficially
      Common Shares or other securities of the Corporation and/or Convertible
      Securities such that, assuming the conversion of Convertible Securities
      owned beneficially by the Acquiror but not by any other holder of
      Convertible Securities, the Acquiror would own beneficially (A) not less
      than 30% of the Common Shares or (B) shares which would entitle the
      holders thereof to cast not less than 30% of the votes attaching to all
      shares in the capital of the Corporation which may be cast to elect
      directors of the Corporation; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                within
      two years after the Acquisition of Control, a majority of the Board
      consists of individuals who were not directors of the Corporation before
      the Acquisition of Control; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      date upon which the following two conditions shall have been
      satisfied:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      shareholders of the Corporation shall have approved (A) an amalgamation or
      merger of the Corporation with any other corporation (other than an
      Affiliate), (B) any other business combination or consolidation, (C) a
      plan for the liquidation of the Corporation, or (D) an agreement for the
      sale or disposition of all or substantially all of the assets of the
      Corporation (a "Corporate
      Reorganization"); and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                within
      two years following a Corporate Reorganization, a majority of the board of
      directors of the amalgamated or merged entity or successor entity into
      which the Corporation was liquidated or which acquired substantially all
      of the assets of the Corporation consists of individuals who were not
      directors of the Corporation immediately before the Corporate
      Reorganization;

              


      

       

      
        
           


        

        
          - 2
-

          
            

          

        

        
           


        

      

       

      "Common Shares" means the
outstanding common shares in the capital of the Corporation at any
time;

       

      "Date of Termination" means the
effective date of any termination of the Executive's employment with the
Corporation;

       

      "EBIT" means the Corporation's
earnings before interest and taxes, as calculated in accordance with generally
accepted accounting principles;

       

      "EBITDA" means the
Corporation's earnings before interest, taxes, depreciation and amortization, as
calculated in accordance with generally accepted accounting
principles;

       

      "ESA" means the Employment Standards Act,
2000 (Ontario), as such statute may be amended or replaced from time to
time;

       

      "Good Reason" means the
occurrence of any of the following events without the Executive's written
consent, except in connection with the termination of the Executive's employment
in accordance with any of Sections 5.2 to 5.5, inclusive, or 5.7 and except in
each case for any isolated, immaterial and inadvertent action not taken in bad
faith and which is remedied by the Corporation promptly after receipt of written
notice thereof given by the Executive:

       

      
        	
                 
      

              	
                (a)

              	
                any
      adverse change following a Change in Control in the Executive's position,
      duties, authority, responsibilities or title, as in effect immediately
      prior to the Change in Control, including, without limitation, any such
      change in the person(s) to whom the Executive reports or who report to the
      Executive, or any assignment to the Executive of any significant ongoing
      duties inconsistent in any respect with such position, duties, authority,
      responsibilities or title;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      reduction by the Corporation in the Executive's remuneration in effect
      prior to the Change in Control, other than in accordance with
      Article 4, or any reduction by the Corporation of the Executive's
      earning potential or "red circling" of any of his remuneration, or any
      failure by the Corporation to increase the Executive's remuneration, in a
      manner consistent (both as to frequency and percentage increase) with
      practices in effect immediately prior to the Change in Control or with
      practices implemented subsequent to the Change in Control with respect to
      executives of the Corporation, whichever is more favourable to the
      Executive;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      failure by the Corporation in a material respect to continue in effect
      following a Change in Control any benefit, bonus, profit sharing,
      incentive, remuneration or compensation plan, stock option, ownership or
      purchase plan, pension plan or retirement plan in which the Executive
      participated or was entitled to participate immediately prior to the
      Change in Control, or any act or omission of the Corporation following a
      Change in Control that would materially adversely affect the Executive's
      participation or materially reduce his rights or benefits under or
      pursuant to any such plan, or the Corporation failing to increase or
      improve such rights or benefits on a basis consistent with its general
      practices with respect to the executives of the
    Corporation;

              


      

       

      
        
           


        

        
          - 3
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (d)

              	
                any
      failure by the Corporation to comply with any other material terms of the
      Executive's employment in effect prior to the Change in Control, such as
      salary review, allowable activities, vacation and the provision of any
      material fringe benefit not mentioned above, or the Corporation failing to
      increase or improve such vacation or material fringe benefits on a basis
      consistent with practices implemented subsequent to the Change in Control
      with respect to the executives of the
  Corporation;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                in
      the event of a Change in Control referred to in paragraph (c) of the
      definition thereof, a successor entity to the Corporation having failed or
      refused to assume the obligations of the Corporation under this Agreement
      and to agree to be bound by the terms
hereof;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Corporation requiring the Executive to relocate, other than as permitted
      by Section 2.1;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any
      breach by the Corporation of any material provision of this Agreement;
      or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                any
      other purported termination by the Corporation of the Executive's
      employment other than pursuant to any of Sections 5.2 to 5.5,
      inclusive;

              


      

       

      "group" means any person or
company acting jointly or in concert with any other person or company and for
such purposes "acting jointly or in concert" shall be interpreted in accordance
with subsection 91(1) of the Securities Act
(Ontario);

       

      "Improvements" has the meaning
set out in Section 6.2(a);

       

      "Non-Disclosure Period" has the
meaning set out in Section 6.1;

       

      "Performance Bonus" has the meaning set out
in Section 4.2;

       

      "Permanent Disability" has the
meaning set out in Section 5.3;

       

      "person" includes, without
limitation, an individual, corporation, partnership, joint venture, association,
trust, firm, unincorporated organization or other legal or business
entity;

       

      "Prohibited Area" means Canada
and any other country where, at any time during the term of this Agreement, the
Corporation or any of its Affiliates develops, sells, supplies, or researches
its products or services and in respect of which the Executive has been
responsible (whether alone or jointly with others), concerned or active on
behalf of the Corporation or of any of its Affiliates at any time during the
term of this Agreement;


      
        
           


        

        
          - 4
-

          
            

          

        

        
           


        

      

       

      "Projected EBITDA" means the
budgeted EBITDA for each fiscal year of the Corporation approved by the Board
prior to the beginning of such fiscal year;

       

      "Restricted Period" shall mean
the period from the date hereof to (i) if the Executive's employment has been
terminated for Cause or voluntarily by the Executive pursuant to Section 5.7,
the second anniversary of the Date of Termination and (ii) if the employment of
the Executive is terminated for any other reason, including without limitation
by reason of the expiry of the term of this Agreement or for any Good Reason,
the first anniversary of the Date of Termination, provided that such period
shall be extended by any time during which the Executive is in breach of any
applicable covenant in Article 6, as provided in Section 6.8;

       

      
        	
                1.2

              	
                Sections and
      Headings

              


      

       

      The
division of this Agreement into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.  The terms "this Agreement", "hereof", "hereunder" and similar
expressions refer to this Agreement and not to any particular Article, Section
or other portion hereof and include any agreement or instrument supplemental or
ancillary hereto.  Unless otherwise provided, references herein to
Articles and Sections are to the specified Articles and Sections of this
Agreement.

       

      
        	
                1.3

              	
                Number

              


      

       

      In this
Agreement, words importing the singular number only shall include the plural and
vice versa and words
importing any gender shall include all genders.

       

      
        	
                1.4

              	
                Severability

              


      

       

      If any
provision of this Agreement, including the breadth or scope of the provisions
contained in Article 6 (whether as to the Non-Disclosure Period, the
Restricted Period, the Prohibited Area, or otherwise), shall be held by any
court of competent jurisdiction to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the validity or
enforceability of the remaining provisions, or part thereof, of this Agreement
and such remaining provisions, or part thereof, shall remain enforceable and
binding.  In addition, should a court determine that any provision or
portion of any provision of this Agreement is not reasonable or valid, the
parties hereto agree that such provision should be interpreted and enforced to
the maximum extent which the court deems reasonable or valid and the parties
agree to request that the court apply notional severance to give effect to the
restrictions in this Agreement to the fullest extent deemed reasonable or valid
by the court.  In particular, if such court determines that the
duration of the Non-Disclosure Period and/or the Restricted Period and/or the
scope of the Prohibited Area is unreasonable, the parties agree to reduce such
duration and/or scope to such extent as may be necessary to ensure that the
covenants in this Agreement are reasonable in the circumstances, as determined
by the court.


      
        
           


        

        
          - 5
-

          
            

          

        

        
           


        

      

       

      
        	
                1.5

              	
                Canadian
      Dollars

              


      

       

      Unless
otherwise indicated, any reference to dollar amounts in this Agreement is
expressed in Canadian dollars.

       

      ARTICLE 2

       

      EMPLOYMENT

       

      
        	
                2.1

              	
                Employment

              


      

       

      The
Corporation hereby agrees to employ the Executive and the Executive hereby
accepts such employment effective July 31, 2009, all in accordance with and
subject to the terms and conditions hereof.  The Executive shall serve
the Corporation in the capacity of Chief Executive Officer.

       

      
        	
                2.2

              	
                Location of
      Executive

              


      

       

      The
Executive's office will initially be located at the offices of the Corporation
in Mississauga, Ontario, provided that the Corporation may subsequently require
that the Executive relocate to such other location in Mississauga or within 20 km of its
boundaries as may be determined by the Board.  The Executive may be
required to travel to other offices of the Corporation or of its Affiliates from
time to time.

       

      
        	
                2.3

              	
                Relocation

              


      

       

      If the
Executive agrees, pursuant to a request by the Corporation, to move his place of
work to a different location, other than as permitted pursuant to Section 2.2
and, as a consequence, it is necessary for him to change his residence, then the
Corporation will reimburse the Executive for his reasonable costs of purchasing
a comparable residence, selling his existing residence and moving, all in
accordance with the relocation policy of the Corporation for its executives in
effect at the relevant time.

       

      ARTICLE 3

       

      DUTIES

       

      
        	
                3.1

              	
                Employment
      Duties

              


      

       

      The
Executive shall perform such duties and exercise such powers as are normally
associated with and incidental and ancillary to the position of Chief Executive
Officer and shall perform such additional duties and exercise such additional
powers as may from time to time be assigned to him by the Board, acting
reasonably.  Without limiting the foregoing, during the term of his
employment hereunder, the Executive shall:


      
        
           


        

        
          - 6
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (a)

              	
                devote
      his full time and attention and his best efforts during normal business
      hours and such other times as may be reasonably required to the business
      and affairs of the Corporation and its Affiliates and shall not, without
      the prior written consent of the Board, undertake any
      other business or occupation or public office which may detract from the
      proper and timely performance of his duties
  hereunder;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                perform
      those duties that may be assigned to the Executive diligently and
      faithfully to the best of his abilities and in the best interests of the
      Corporation and its Affiliates;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                use
      his best efforts to promote the interests and goodwill of the Corporation
      and its Affiliates and not knowingly do, or willingly permit to be done,
      anything to the prejudice, loss or injury of the Corporation or any of its
      Affiliates;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                at
      all times keep the Corporation promptly and fully informed (in writing if
      so requested) of his conduct of the business and affairs of the Business
      and provide such explanations of his conduct as the Board may require;
      and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                use
      his best efforts to develop the business of the
  Corporation

              


      

       

      
        	
                3.2

              	
                Deletion and Variance
      of Duties

              


      

       

      The Board shall be entitled to
delete or vary any powers and duties assigned to the Executive.  The Board may require the
Executive to perform services for any Affiliate of the
Corporation.  However, the Executive will not be assigned duties or be
required to perform services which he cannot reasonably perform, or which are
inconsistent with the status of the position of Chief Executive
Officer.

       

      
        	
                3.3

              	
                Reporting

              


      

       

      The
Executive shall report to the
Board.  The Executive shall report fully on the management and
operations of the Business and shall advise to the best of his ability and in
accordance with reasonable business standards on business matters that may arise
from time to time during the term of this Agreement.

       

      ARTICLE 4

       

      COMPENSATION

       

      
        	
                4.1

              	
                Base
      Salary

              


      

       

      The
annual base salary ("Base
Salary") for a period of three (3) years payable to the Executive for his
services hereunder shall be $150,000.  The Base Salary shall be
payable in equal monthly instalments in arrears in accordance with the usual
compensation practices of the Corporation from time to time.


      
        
           


        

        
          - 7
-

          
            

          

        

        
           


        

      

       

      
        	
                4.2

              	
                Performance
      Bonus

              


      

       

      In
addition to the annual Base Salary determined pursuant to Section 4.1, the
Executive shall be eligible for an annual cash performance bonus (the "Performance Bonus") for each
fiscal year with respect to which the Corporation's EBIT (where EBIT is obtained
from the most recent annual financial statements of the Corporation) exceeds
$3,000,000, in such amount as the Board shall determine.  The
Performance Bonus payable to the Executive in respect of any fiscal year shall
be paid as soon as practicable after the receipt and approval by the Board of
the Corporation's financial statements for such fiscal year.

       

      
        	
                4.3

              	
                Profit-Sharing and
      Stock Option Plans

              


      

       

      During
the term of the Executive's employment hereunder, he shall be entitled to
participate in the Corporation's stock option plans in accordance with the
respective terms of such plans established from time to time.

       

      
        	
                4.4

              	
                Fringe
      Benefits

              


      

       

      During
the term of the Executive's employment hereunder, the Executive shall be
provided with a reasonable car allowance or an appropriate leased vehicle, at
the option of the Corporation, and parking at or near the Executive's normal
place of work in Mississauga, Ontario and the Executive shall further be
entitled to participate in all retirement, medical, dental, disability and group
life plans and other employee benefit programs established by the Corporation
from time to time for the benefit of its employees.  The benefits will
be provided in accordance with and subject to the terms and conditions of the
applicable plan, fund or arrangement relating to such benefits in effect from
time to time.  The Executive acknowledges that the Corporation may
amend or terminate the benefits from time to time as provided in the applicable
plan, fund or arrangement.

       

      
        	
                4.5

              	
                Vacation

              


      

       

      The
Executive shall be entitled to five weeks paid vacation in each
calendar year in accordance with the policies of the Corporation in effect from
time to time applicable to its senior executives, to be taken during such
calendar year at times approved by the Board, and subject to the
need for the timely performance of the Executive's responsibilities
hereunder.  In the event that the Executive's employment is
terminated, he shall be entitled to a pro-rated vacation leave with pay for the
portion of the year in which such termination occurs that he has been actively
employed.


      
        
           


        

        
          - 8
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                4.6

              	
                Expenses

              


      

       

      The
Executive shall be reimbursed for all reasonable travel and other out-of-pocket
expenses properly incurred by the Executive from time to time in connection with
carrying out his duties hereunder in accordance with the Corporation's travel
and entertainment policy as amended from time to time.  For all such
expenses, the Executive shall furnish to the Corporation originals or true
copies of all invoices or statements in respect of which the Executive seeks
reimbursement.  Any Corporation credit card shall be used only for
expenses incurred in the course of carrying out the Executive's
duties.

       

      
        	
                4.7

              	
                Deductions and
      Withholdings

              


      

       

      The
Corporation shall be entitled to make such deductions and withholdings from the
Executive's remuneration as may be required by law and as may be required by the
Executive's participation in or receipt of any benefit, stock option or other
program contemplated hereby, and the Corporation's obligations in respect
thereof shall thereby be satisfied to the extent of such deductions and
withholdings.  In addition, the Corporation shall be entitled at any
time to deduct from the Executive's remuneration any monies due from the
Executive to the Corporation and the execution of this Agreement by the
Executive shall constitute his express direction for permitting such deduction
for all purposes, including the provisions of the ESA.

       

      
        	
                4.8

              	
                Compensation
      Exhaustive

              


      

       

      For
greater certainty, the Executive shall not be entitled to any salary, bonus,
participation in profits or other remuneration, or payment or compensation in
lieu thereof, except as expressly set forth in this Agreement (unless otherwise
specifically agreed in writing between the Executive and the
Corporation).

       

      ARTICLE 5

       

      TERMINATION OF
EMPLOYMENT

       

      
        	
                5.1

              	
                Term of
      Employment

              


      

       

      The
employment of the Executive hereunder shall continue until the third anniversary
of the date hereof, unless earlier terminated pursuant to the provisions of this
Agreement.  There shall be no obligation of the Executive or the
Corporation to renew this Agreement or continue the employment of the Executive
after the expiry of such three year term, but if the
parties agree to continue such employment of the Executive, the Executive shall
thereafter receive compensation in accordance with the general compensation for
Chief Executive Officer of the Corporation, provided that the Executive shall
not receive a Base Salary less than the salary that he would have been entitled
to immediately prior to the expiry of this Agreement.  If the parties
agree to such continuation of the employment of the Executive, they shall
discuss the entering into of a new agreement to replace this Agreement, but if
no such new agreement is entered into in respect of such continued employment,
this Agreement shall be deemed to continue in effect for an indefinite period,
subject to the following deemed amendments:

       

      
        	
                 
      

              	
                (a)

              	
                Section
      4.1 shall be deemed to have been amended to reflect the Base Salary
      provided for in this Section 5.1;

              


      

       

      
        
           


        

        
          - 9
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                (b)

              	
                the
      Restricted Period shall be deemed to have been amended by replacing the
      word "second" with "first" for all purposes;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                such
      other amendments, if any, as may be agreed to in writing between the
      parties.

              


      

       

      
        	
                5.2

              	
                Cause

              


      

       

      The
Corporation may terminate the employment of the Executive at any time for Cause,
effective immediately, by giving written notice of termination to the Executive
setting out the basis for termination.  "Cause" shall mean any of the
following:

       

      
        	
                 
      

              	
                (a)

              	
                the
      wilful failure of the Executive to properly carry out his duties hereunder
      or to comply with the rules and policies of the Corporation or any
      reasonable instruction or directive of the Board, provided that
      the Executive has been provided with written notice of such failure,
      specifying in reasonable detail the nature of the failure, at least 10
      days prior to the Date of Termination and shall have failed to take all
      reasonable efforts to remedy such wilful failure within such 10-day
      period;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Executive acting dishonestly or fraudulently, or the wilful misconduct of
      the Executive, in the course of his employment hereunder, in each case
      resulting in adverse consequences to the Corporation or to any of its
      Affiliates and in the case of wilful misconduct only, provided that, to
      the extent such wilful misconduct is capable of being remedied, the
      Executive shall have been provided with written notice thereof at least 10
      days prior to the Date of Termination and shall have failed to take all
      reasonable efforts to  remedy such wilful misconduct within such
      10-day period;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      conviction of the Executive for, or a guilty plea by the Executive to, any
      criminal offence punishable by imprisonment that may reasonably be
      considered to be likely to adversely affect the Corporation or any of its
      Affiliates or the suitability of the Executive to perform his duties
      hereunder, including without limitation any offence involving fraud,
      theft, embezzlement, forgery, wilful misappropriation of funds or
      property, or other fraudulent or dishonest
acts;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      failure by the Executive to fully comply with and perform his fiduciary
      duties; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other act, event or circumstance which would constitute just cause at law
      for termination of the Executive's employment
  hereunder.

              


      

       

      
        
           


        

        
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                5.3

              	
                Termination Where
      Executive Disabled

              


      

       

      If at any
time the Executive is unable to perform his duties properly because of
ill health, accident or otherwise, for a period or periods totalling at
least 26 weeks in any period of 12 consecutive calendar months ("Permanent Disability"), the
Corporation may terminate the Executive's employment by giving eighteen months'
written notice or pay in lieu thereof.  The notice or pay in lieu
thereof must be provided to the Executive during, or within, three months after
the period or periods totalling 26 weeks.  The Executive shall
authorize any doctors or other health practitioners consulted by or providing
treatment to the Executive in connection with the condition or conditions giving
rise to such inability to perform his duties to disclose information to and
discuss the condition of the Executive with such doctors or other health
practitioners as may be selected by the Corporation, and shall submit to such
reasonable medical examinations as may be requested by such doctors or other
medical practitioners selected by the Corporation, in order to determine whether
the condition or conditions suffered by the Executive constitute Permanent
Disability.

       

      
        	
                5.4

              	
                Death

              


      

       

      The
Executive's employment shall terminate automatically upon the death of the
Executive.

       

      
        	
                5.5

              	
                Other Termination by
      the Corporation

              


      

       

      The
Corporation may terminate this Agreement (other than as provided in the
foregoing provisions of this Article 5) at any time and for any reason if
the Board, in its sole
discretion, so determines, by giving not less than 90 days' prior written notice
of termination to the Executive.

       

      
        	
                5.6

              	
                Good
      Reason

              


      

       

      The
Executive may terminate his employment hereunder at any time for Good Reason by
giving written notice of termination to the Corporation at least 90 days prior
to the effective Date of Termination.  Where the Executive gives
notice to the Corporation of any breach of this Agreement or other occurrence
that, if not remedied, would constitute Good Reason and such breach or
occurrence is not remedied within 30 days thereafter, the Executive's right to
terminate pursuant to this Section shall be deemed to have been waived if not
exercised within a further period of 30 days.  Any such termination by
the Executive shall not, for the purposes of this Agreement, be considered a
voluntary termination of employment by the Executive, but instead shall entitle
the Executive to the same severance payments and other rights as if his
employment had been terminated pursuant to Section 5.5.

       

      
        	
                5.7

              	
                Other Termination by
      the Executive

              


      

       

      The
Executive may terminate his employment at any time and for any reason by giving
90 days prior notice in writing to the Corporation.  For greater
certainty, such notice shall not be required in respect of termination by the
Executive for Good Reason in accordance with Section 5.6.


      
        
           


        

        
          - 11
-

          
            

          

        

        
           


        

      

       

      
        	
                5.8

              	
                Cessation of
      Duties

              


      

       

      The
Corporation shall have the right, at any time prior to the end of the applicable
notice period pursuant to Section 5.5, 5.6 or 5.7, notwithstanding the
provisions of the relevant Section, by giving written notice to the Executive,
to require that the Executive cease to perform his duties and responsibilities
and cease attending the Corporation's premises immediately upon giving such
notice.

       

      
        	
                5.9

              	
                Severance
      Payments

              


      

       

      (a)           Upon
termination of the Executive's employment (i) for Cause pursuant to
Section 5.2, or (ii) voluntarily by the Executive pursuant to Section 5.7,
the Executive shall not be entitled to any pay in lieu of notice of termination,
severance or similar payment in respect of such termination other than (A)
accrued and unpaid Base Salary earned by the Executive up to the Date of
Termination and (B) vacation pay earned up to the Date of
Termination.  For greater certainty, upon any such termination, the
Executive shall not be entitled to receive any portion of any Performance Bonus,
except to the extent that any of such Performance Bonus has become due and
payable prior to the Date of Termination.

       

      (b)           Upon
termination of the Executive's employment (i) as a result of the Permanent
Disability of the Executive pursuant to Section 5.3, or (ii) by the death of the
Executive pursuant to Section 5.4, the Executive (or his estate, as the case may
be) shall be entitled to receive (A) accrued and unpaid Base Salary earned by
the Executive up to the Date of Termination, (B)  a pro-rated portion
of the Performance Bonus that the Executive would have received in respect of
the fiscal year in which the Date of Termination occurred, calculated by
multiplying such Performance Bonus by the fraction that the number of days in
such fiscal year up to the Date of Termination is of the total number of days in
such fiscal year and payable promptly following the end of such fiscal year, (C)
vacation pay earned up to the Date of Termination and (D) severance pay in the
amount of eighteen months full salary.

       

      (c)           If
the Executive's employment is terminated pursuant to Section 5.5 or 5.6, other
than within two years following a Change in Control:

       

      
        	
                 
      

              	
                (i)

              	
                the
      Executive shall be entitled to receive (A) accrued and unpaid Base Salary
      earned by the Executive up to the Date of Termination, (B)  a
      pro-rated portion of the Performance Bonus that the Executive would have
      received in respect of the fiscal year in which the Date of Termination
      occurred, calculated by multiplying the average Performance Bonus paid to
      the Executive in the last two fiscal years ended immediately preceding the
      Date of Termination by the fraction that the number of days in such fiscal
      year up to the Date of Termination is of the total number of days in such
      fiscal year and payable promptly following the end of such fiscal year and
      (C) vacation pay earned up to the Date of
  Termination;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Executive shall be entitled to receive a lump sum payment in an amount
      equal to two times the sum of (A) the Executive's Base Salary and (B) the
      average Performance Bonus paid to the Executive in the last two fiscal
      years ended immediately preceding the Date of Termination;
    and

              


      

       

      
        
           


        

        
          - 12
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (iii)

              	
                medical,
      dental, disability and life insurance benefits provided for the benefit of
      the Executive pursuant to any benefit plans and programs then provided by
      the Corporation generally to its executives, shall, subject to the terms
      of such plans and programs, be continued in full force and effect for
      twelve months
      following the Date of Termination; provided, however that (A) such
      extended coverage shall cease immediately upon the Executive's
      commencement of full-time employment with another employer, and (B) the
      Corporation shall have the option, in lieu of providing such benefits, of
      making a lump sum payment or periodic payments in an amount sufficient to
      permit the Executive to purchase such extended benefits during such
      period.

              


      

       

      (d)           If
the Executive's employment is terminated pursuant to Section 5.5 or 5.6 within
two years following a Change in Control:

       

      
        	
                 
      

              	
                (i)

              	
                the
      Executive shall be entitled to receive (A) accrued and unpaid Base Salary
      earned by the Executive up to the Date of Termination, (B) a pro-rated
      portion of the Performance Bonus that the Executive would have received in
      respect of the fiscal year in which the Date of Termination occurred,
      calculated by multiplying the average Performance Bonus paid to the
      Executive in the last two fiscal years ended immediately preceding the
      Date of Termination by the fraction that the number of days in such fiscal
      year up to the Date of Termination is of the total number of days in such
      fiscal year and payable promptly following the end of such fiscal year and
      (C) vacation pay earned up to the Date of
  Termination;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Executive shall be entitled to receive a lump sum payment in an amount
      equal to three times the sum of (A) the Executive's Base Salary and (B)
      the average Performance Bonus paid to the Executive in the last two fiscal
      years ended immediately preceding the Date of Termination;
    and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                medical,
      dental, disability and life insurance benefits provided for the benefit of
      the Executive pursuant to any benefit plans and programs then provided by
      the Corporation generally to its executives, shall, subject to the terms
      of such plans and programs, be continued in full force and effect for 12
      months following the Date of Termination; provided, however, that (A) such
      extended coverage shall cease immediately upon the Executive's
      commencement of full-time employment with another employer, and (B) the
      Corporation shall have the option, in lieu of providing such benefits, of
      making a lump sum payment or periodic payments in an amount sufficient to
      permit the Executive to purchase such extended benefits during such
      period.

              


      

       

      
        
           


        

        
          - 13
-

          
            

          

        

        
           


        

      

       

      (e)           Other
than as provided in Sections 5.9(a), (b), (c) and (d), the Executive (or his
estate, as the case may be) shall have no claim whatsoever against the
Corporation or any of its Affiliates for notice, damages, compensation,
reimbursement, remuneration or otherwise arising out of or relating to the
termination of his employment hereunder, including without limitation, claims
under the ESA for termination or severance pay or at common law for wrongful
dismissal.  As a condition precedent to receiving the payments
provided for in this Section 5.9, the Executive shall deliver a release of such
claims in such form as may be requested by the Corporation.  All
amounts payable to the Executive as a result of the termination of the
Executive's employment pursuant to the ESA (if any) are included in and are not
in addition to the amounts payable pursuant to this Section 5.9, provided that
if for any reason the amounts payable or entitlements provided to the Executive
pursuant hereto would be less than the amounts payable or entitlements pursuant
to the ESA in respect of such termination, the Corporation shall pay to the
Executive the amounts payable and entitlements pursuant to the ESA.

       

      
        	
                5.10

              	
                Resignation on
      Termination

              


      

       

      The
Executive agrees that upon any termination of his employment with the
Corporation he shall immediately tender his resignation from any position he may
hold as an officer or director of the Corporation or any of its
Affiliates.  In the event of the Executive failing within three days
to comply with his obligation hereunder, he hereby irrevocably authorizes and
appoints each other director and officer of the Corporation as his agent and
attorney to sign in his name and on his behalf any written resignations or other
documents and do all other things necessary to give effect to such
resignation.

       

      
        	
                5.11

              	
                Continuance in
      Effect

              


      

       

      For
greater certainty, notwithstanding any termination of the employment of the
Executive, the provisions of this Agreement shall continue in full force and
effect in accordance with their terms, including, without limitation, the
provisions of Article 6.

       

      ARTICLE 6

       

      EXECUTIVE'S
COVENANTS

       

      
        	
                6.1

              	
                Non-Disclosure

              


      

       

      The
Executive acknowledges and agrees that:


      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                in
      the course of performing his duties and responsibilities hereunder, he
      will have access to and will be entrusted with detailed confidential
      information and trade secrets concerning past, present, future and
      contemplated plans, products, services, operations, technology,
      intellectual property, methodologies and procedures of the Corporation or
      its Affiliates, whether in written, printed, pictorial, diagrammatic,
      electronic or any other form or medium, including, without limitation,
      information relating to names, addresses, contact persons, preferences,
      needs and requirements of past, present and prospective clients,
      customers, suppliers and employees of the Corporation and its Affiliates
      (collectively, "Confidential
      Information"), the disclosure of any of which to competitors of the
      Corporation or of any of its Affiliates to the general public, or the use
      of any of which by the Executive or any competitor of the Corporation or
      of any of its Affiliates, would be highly detrimental to the interests of
      the Corporation and its Affiliates;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the course of performing his duties and responsibilities hereunder, the
      Executive will be a representative of the Corporation and its Affiliates
      to its and their customers, clients and suppliers and as such will have
      significant responsibility for maintaining and enhancing the goodwill of
      the Corporation and its Affiliates with such customers, clients and
      suppliers and would not have, except by virtue of his employment with the
      Corporation, developed a close and direct relationship with the customers,
      clients and suppliers of the Corporation and its Affiliates;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      right to maintain the confidentiality of the Confidential Information, the
      right to preserve the goodwill of the Corporation and its Affiliates and
      the right to the benefit of the contacts and connections previously
      developed by the Executive with prospective clients, customers and others
      and any relationships that will be developed between the Executive and the
      customers, clients and suppliers of the Corporation and its Affiliates by
      virtue of the Executive's employment with the Corporation constitute
      proprietary rights of the Corporation and its Affiliates which the
      Corporation and its Affiliates are entitled to
  protect.

              


      

       

      In
accordance with the matters acknowledged and agreed to by the Executive above
and in consideration of the payments and other benefits to be received by the
Executive pursuant to this Agreement, the Executive hereby covenants and agrees
with the Corporation that he will not, except with the specific prior written
consent of the Board,
either during the term of this Agreement or at any time within five years
thereafter (the "Non-Disclosure
Period"), directly or indirectly, disclose to any person or in any way
make use of (other than for the benefit of the Corporation or its Affiliates),
in any manner, any of the Confidential Information, provided that such
Confidential Information shall be deemed not to include information which is or
becomes generally available to the public other than as a result of disclosure
by the Executive.


      
        
           


        

        
          - 15
-

          
            

          

        

        
           


        

      


      
        	
                6.2

              	
                 Intellectual
      Property

              


      

       

      (a)           The
Executive shall disclose to the Corporation or one or more of its Affiliates, as
the Board may direct,
all ideas, suggestions, discoveries, inventions and improvements (collectively,
the "Improvements")
which he may make solely, jointly or in common with other employees, during the
term of his employment with the Corporation and which relate to the business
activities of the Corporation or its Affiliates.  Any Improvements
coming within the scope of the business of the Corporation or of any of its
Affiliates made and/or developed by the Executive while in the employ of the
Corporation, whether or not conceived or made during regular working hours, or
whether or not the Executive is specifically instructed to make or develop the
same, shall be for the benefit of the Corporation and/or its Affiliates and
shall be considered to have been made by virtue of this Agreement and shall
immediately become the exclusive property of the Corporation and/or its
Affiliates.

       

      (b)           The
Executive shall assign, set over and transfer to the Corporation or one or more
of its Affiliates, as the
Board may direct, his entire right, title and interest in and to any and
all the Improvements and to all patents, copyrights or other intellectual
property rights (or applications therefor) which may be or have been filed
and/or issued by or to him or on his behalf, and the Executive agrees to execute
and deliver to the Corporation or any such Affiliate, any and all instruments
necessary or desirable to accomplish the foregoing and, in addition, to do all
lawful acts which may be necessary or desirable to assist the Corporation or any
such Affiliate to obtain and enforce protection of the
Improvements.

       

      (c)           The
Executive waives all moral rights in any Improvements and all work produced by
the Executive during the term of this Agreement.

       

      
        	
                6.3

              	
                 Non-Competition

              


      

       

      The
Executive hereby agrees that he shall not (without the prior written consent of
the Board during the
Restricted Period, within the Prohibited Area whether on his own account or in
conjunction with or on behalf of any other person, and whether as an employee,
director, officer, shareholder, partner, principal, agent, consultant or in any
other capacity whatsoever, in competition with the Corporation or any of its
Affiliates, directly or indirectly, operate, manage, control, participate in,
carry on, be employed by, be engaged in, perform services in respect of, be
concerned with, advise or consult with, be financially interested in or
financially assist, or permit his name to be used in connection
with:

       

      
        	
                 
      

              	
                (a)

              	
                the
      research into, development, production, manufacture, sale, supply, import,
      export or marketing of any product which is the same or similar to any
      product researched, developed, produced, manufactured, sold, supplied,
      imported, exported or marketed by the Corporation or by any of its
      Affiliates during the term of this Agreement;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      development or provision of any services which are the same or similar to
      any services provided by the Corporation or by any of its Affiliates
      during the term of this Agreement.

              


      

       

      The
provisions of this Section 6.3 shall apply only in respect of those products or
services (i) with which the Executive was either personally concerned or for
which he was responsible while employed by the Corporation during the term of
this Agreement, or (ii) in respect of which the Executive had access to any
Confidential Information belonging to the Corporation or any of its Affiliates
during the term of this Agreement.


      
        
           


        

        
          - 16
-

          
            

          

        

        
           


        

      

       

      Notwithstanding
the foregoing restrictions, the Executive may acquire securities (i) of a class
or series that is traded on any stock exchange or over the counter if such
securities represent not more than 5% of the issued and outstanding securities
of such class or series, (ii) of a mutual fund or other investment entity that
invests in a portfolio the selection and management of which is not within the
control of the investor, or (iii) held in a fully managed account where the
Executive does not direct or influence in any manner the selection of any
investment in such securities.

       

      
        	
                6.4

              	
                 Non-Solicitation
      of Customers

              


      

       

      The
Executive hereby agrees that he shall not during the Restricted Period, whether
on his own behalf or in conjunction with or on behalf of any other person,
directly or indirectly, except on behalf of the Corporation or its Affiliates,
solicit, assist in soliciting, accept, facilitate the acceptance of, or deal
with, the business of any person (i) to whom the Corporation or its Affiliates
has supplied goods or services at any time, or (ii) to whom the Corporation or
any of its Affiliates has offered to supply goods or services, or to whom the
Corporation or any of its Affiliates has provided details of the terms on which
it would or might be willing to supply goods or services, or with whom the
Corporation or any of its Affiliates has had any negotiations or discussions
regarding the possible supply of goods or services, and (iii):

       

      
        	
                 
      

              	
                (a)

              	
                with
      whom the Executive has had personal contact or dealings on behalf of the
      Corporation or of any of its Affiliates during the term of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                with
      whom employees reporting to the Executive have had personal contact or
      dealings on behalf of the Corporation or of any of its Affiliates during
      the term of this Agreement; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                for
      whom the Executive was directly or indirectly responsible during the term
      of this Agreement.

              


      

       

      
        	
                6.5

              	
                 Non-Solicitation
      of Employees

              


      

       

      The
Executive hereby agrees that he will not during the Restricted Period, either on
his own behalf or in conjunction with or on behalf of any other person, directly
or indirectly, except on behalf of or with the prior written consent of the
Corporation or its Affiliates, (a) induce, solicit, entice or procure, any
person who was employed by the Corporation or by any of its Affiliates and (i)
with whom the Executive had personal contact or dealings in performing his
duties or (ii) who reported to the Executive, to leave such employment; or (b)
hire or accept into employment or otherwise engage or use the services of any
person who was so employed within the immediately preceding six
months.


      
        
           


        

        
          - 17
-

          
            

          

        

        
           


        

      

       

      
        	
                6.6

              	
                Non-interference with
      Suppliers

              


      

       

      The
Executive hereby agrees that he will not during the Restricted Period, either on
his own behalf or in conjunction with or on behalf of any other person, directly
or indirectly, interfere, seek to interfere, induce and/or incite another person
to interfere, or take steps to interfere with the continuance of supplies (or
the terms relating to such supplies) from any suppliers who have been supplying
products, materials or services to the Corporation or any of its Affiliates at
any time during the term of this Agreement.

       

      
        	
                6.7

              	
                Applicability to
      Affiliates or Purchasers

              


      

       

      The
obligations undertaken by the Executive pursuant to this Article 6 may be
enforced directly against the Executive by any Affiliate of the Corporation or
any purchaser from the Corporation of all or any part of its business, to the
extent applicable by their terms to such Affiliate or such purchased business,
and shall, with respect to each Affiliate of the Corporation or such purchased
business, constitute a separate and distinct covenant and the invalidity or
unenforceability of any such covenant shall not affect the validity or
enforceability of the covenant in favour of the Corporation or any other
Affiliate of the Corporation or any such purchaser, provided always that this
Section 6.7 shall only apply to those Affiliates of the Corporation or any such
purchased business (a) to which the Executive provided services, (b) with which
the Executive was concerned, or (c) in respect of which the Executive was
responsible at any time during the term of this Agreement.  If for any
reason any of the obligations of the Executive pursuant to this Article 6
cannot be directly enforced by an Affiliate or purchaser as contemplated hereby,
the Executive acknowledges that such obligations may be enforced by the
Corporation on behalf of such Affiliate or purchaser, as the case may
be.

       

      
        	
                6.8

              	
                Suspension of Time
      Periods During Breach

              


      

       

      If the
Executive is in breach of any of the terms of this Article 6, the running
of the Non-Disclosure Period or Restricted Period, as applicable, shall be
stayed and shall recommence upon the date the Executive ceases to be in breach
thereof, whether voluntarily or by injunction.

       

      
        	
                6.9

              	
                Disclosure

              


      

       

      During
the term of this Agreement, the Executive shall promptly disclose to the Board full information
concerning any interest, direct or indirect, of the Executive (whether as owner,
shareholder, partner, lender or other investor, director, officer, employee,
consultant or otherwise) or any member of his immediate family in any business
which is reasonably known to the Executive to purchase or otherwise obtain
services or products from, or to sell or otherwise provide services or products
to the Corporation or to any of its Affiliates or to any of their respective
suppliers or customers.

       

      During
the Non-Disclosure Period and the Restricted Period, the Executive shall inform
any prospective employer of the existence of this Agreement and the obligations
which it imposes upon the Executive under Sections 6.1, 6.3, 6.4, 6.5 and
6.6.

       

      
        
           


        

        
          - 18
-

          
            

          

        

        
           


        

      

       

      
        	
                6.10

              	
                Return of
      Materials

              


      

       

      All
files, forms, brochures, books, materials, written correspondence, memoranda,
documents, manuals, computer disks, software products and lists (including
financial and other information and lists of customers, suppliers, products and
prices) pertaining to the Corporation or to any of its Affiliates which may come
into the possession or control of the Executive shall at all times remain the
property of the Corporation or such Affiliate, as the case may
be.  Upon termination of the Executive's employment hereunder for any
reason, the Executive agrees to immediately return all such property of the
Corporation or of any of its Affiliates in the possession of the Executive or
directly or indirectly under the control of the Executive.  The
Executive agrees not to make, for his personal or business use or that of any
other person, reproductions or copies of any such property or other property of
the Corporation or of any of its Affiliates.

       

      
        	
                6.11

              	
                Immigration
      Status

              


      

       

      The
Executive shall ensure at all times that he is entitled to work in Canada in the
capacity in which he is employed pursuant to this Agreement and shall provide
from time to time to the Corporation upon request copies of all relevant
documentation confirming such status.

       

      ARTICLE 7

       

      GENERAL

       

      
        	
                7.1

              	
                Reasonableness of
      Restrictions and Covenants

              


      

       

      The
Executive hereby confirms and agrees that the covenants and restrictions
pertaining to the Executive contained in this Agreement, including, without
limitation, those contained in Article 6, are reasonable and valid and
hereby further acknowledges and agrees that the Corporation and its Affiliates
would suffer irreparable injury in the event of any breach by the Executive of
his obligations under any such covenant or restriction.  Accordingly,
the Executive hereby acknowledges and agrees that damages would be an inadequate
remedy at law in connection with any such breach and that the Corporation and
its Affiliates shall therefore be entitled, in addition to any other right or
remedy which they may have at law, in equity or otherwise, to temporary and
permanent injunctive relief enjoining and restraining the Executive from any
such breach.

       

      
        	
                7.2

              	
                Waiver

              


      

       

      A waiver
of any term or condition of this Agreement by either party shall not be
construed as a waiver of a subsequent breach or failure of the same term or
condition, or a waiver of any other term or condition, except as specifically
provided in this Agreement or in writing signed by the parties.


      
        
           


        

        
          - 19
-

          
            

          

        

        
           


        

      

       

      
        	
                7.3

              	
                Benefit of
      Agreement

              


      

       

      This
Agreement shall enure to the benefit of and be binding upon the heirs,
executors, administrators and legal personal representatives of the Executive
and the successors and assigns of the Corporation.  This Agreement is
personal to the Executive and none of his rights may be assigned, made subject
to a security interest or otherwise disposed of or encumbered, nor may any of
his obligations be delegated or transferred, except as permitted in writing by
the Board, or in
accordance with the written policies, governance procedures and management
practices of the Corporation, as approved by the Board from time to
time.

       

      
        	
                7.4

              	
                Notices

              


      

       

      Any
notice or other communication to be given in connection with this Agreement
shall be in writing and may be given by personal or courier delivery, email or
fax addressed to the recipient as follows:

       

      
        	
                 
      

              	
                (a)

              	
                If
      to the Executive:

              


      

       

      To the
last address, email address or fax number of the Executive 

      in the
records of the Corporation.

       

      
        	
                 
      

              	
                (b)

              	
                If
      to the Corporation:

              


      

       

      6295
Northam Drive, Unit 8

      Mississauga,
Ontario L4V 1H8

      Fax
No.:       905-673-9865

      Email:

       

      or such
other address as may be designated by written notice by either party to the
other.  Any notice or other communication shall be conclusively deemed
to have been given on the day of actual delivery or transmission
thereof.

       

      
        	
                7.5

              	
                Entire
      Agreement

              


      

       

      This
Agreement supersedes any prior agreements between the parties, which are hereby
terminated, and supersedes all previous understandings, negotiations and
representations between the parties with respect to the employment of the
Executive, whether oral or written.

       

      
        	
                7.6

              	
                Rules and
      Policies

              


      

       

      In
addition to this Agreement, all written rules and policies of the Corporation
adopted by the Board from time to time apply to the Executive except to the
extent that they are inconsistent with the express provisions of this Agreement,
in which case such provisions will prevail.


      
        
           


        

        
          - 20
-

          
            

          

        

        
           


        

      

       

      
        	
                7.7

              	
                Governing
      Law

              


      

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario.

       

      
        	
                7.8

              	
                Acknowledgements

              


      

       

      The
Executive acknowledges that:

       

      
        	
                 
      

              	
                (a)

              	
                the
      Executive has had sufficient time to review and consider this Agreement
      thoroughly;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Executive has read and understands the terms of this Agreement and the
      Executive's obligations hereunder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Executive has been given an opportunity to obtain independent legal
      advice, or such other advice as the Executive may desire, concerning the
      interpretation and effect of this Agreement;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                this
      Agreement is entered into voluntarily and without any
      pressure.

              


      

       

      
        	
                7.9

              	
                Counterpart
      Execution

              


      

       

      This
Agreement may be executed in counterparts, both of which together shall be
deemed to constitute a fully executed original of this Agreement.

       

      IN
WITNESS WHEREOF the parties have executed this Agreement.

       

      
        
          	 
      	
                  CARDIOGENICS
      INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ 

                
	 
      	 
      	
                  Linda
      J. Sterling

                
	 
      	 
      	
                  Corporate
      Secretary

                


        

      

       

      
        
          	
                  SIGNED, SEALED & DELIVERED

                  in the presence of:

                   

                   

                	
                  

                	
                  /s/ 

                
	
                  Witness

                	
                  Yahia
      A. Gawad MD

                


        

      

       

      
        
           


        

        
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