Exhibit 4.17


    MEMORANDUM
      OF AGREEMENT ENTERED INTO AT MONTREAL, QUEBEC, THIS _____ DAY OF JUNE,
      2006

     

    BY
      AND BETWEEN: MAHJONG
      DEVELOPMENT INC., a
      corporation duly constituted, having its principal place of business located
      at
      15 Chelsea Place, in the city of Montreal, province of Quebec, herein acting
      and
      represented by Linda Lemieux, its secretary, duly authorized as she so
      declares

     

    (the
      “Corporation”)

     

    AND:
       IAN
      SHERRINGTON,
      employee, residing and domiciled at 15 Chelsea Place, in the city of Montreal,
      province of Quebec,

     

    (the
      “Employee”)

     

    WHEREAS
      the
      Employee has resigned as president, director and employee of the Corporation,
      effective June 24, 2006;

     

    WHEREAS
      the
      Corporation has accepted the Employee’s resignation;

     

    NOW,
      THEREFORE, this
      agreement confirms and records the agreements of the parties hereto as relating
      to the termination of the Employee’s employment with the Corporation:

     

     

    
      	1.  	
              The
                Employee’s employment with the Corporation is terminated effective June
                24, 2006 (the “Termination Date”).

            


    

     

     

    
      	2.  	
              The
                Employee shall be entitled to receive his base salary for the period
                up to
                and ending on the Termination Date. The Employee shall also be entitled
                to
                the reimbursement of any pre-authorized expenses incurred on behalf
                of the
                Corporation prior to the Termination Date upon completion and delivery
                to
                the Corporation of a final expense report accompanied by vouchers
                or other
                back up documentation. The Employee shall not be entitled to any
                bonus,
                incentive or other remuneration or benefit under the employment agreement
                between the Employee and the Corporation (under its former name 9143-3250
                Quebec Inc.), dated June 30, 2005 (the “Employment
                Agreement”).

            


    

     

     

    
      	3.  	
              The
                Employee shall return all corporate credit cards, keys and any other
                items, including, without limitation, documents, records and all
                other
                materials belonging to the Corporation, to the Corporation’s
                representative on or prior to the Termination
                Date.

            


    

     

     

    
      	4.  	
              The
                Employee agrees and acknowledges that the provisions of the Employment
                Agreement, and in particular, but without limiting the generality
                of the
                foregoing, articles 7, 8 and 9 thereof (relating to confidentiality,
                intellectual property, non-competition and non-solicitation) shall
                survive
                the termination of his employment with the
                Corporation.

            


    

     

     

    
      	5.  	
              For
                good and valuable consideration received, whereof quit, the Employee
                hereby grants unto the Corporation and its officers, employees, directors
                and shareholders (collectively the “Releasees”), and their respective
                successors, assigns, heirs and legal and personal representatives,
                a full,
                complete and final release and discharge of and from all manner of
                actions, causes of action, suits, demands, debts, claims, accounts,
                covenants, contracts, damages and complaints, of any nature whatsoever,
                for any cause whatsoever arising out of or resulting directly or
                indirectly from the Employee’s employment with the Corporation or the
                termination of such employment, or from having acted as a director
                or
                officer of the Corporation.

            


    

     

    
      	6.  	
              The
                parties hereto agree that the present agreement constitutes a transaction
                within the meaning of articles 2631 and following of the Civil
                Code
                of
                Quebec.

            


    

    


    
      	7.  	
              The
                parties hereto have required that this Agreement and related documents
                be
                drafted in the English language. Les parties aux présentes ont exigé que
                ce contrat et les documents y afférents soient rédigés dans la langue
                anglaise.

            


    

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this agreement at the place and on the date first
      mentioned hereinabove.

     

    
 

    
      	 	MAHJONG DEVELOPMENT
              INC. 
	 	 
	 	 
	
              
                

              

              Witness

            	
              
                

              

              Per: Linda Lemieux

            
	 	 
	 	 
	 	 
	
              
                

              

              Witness 

            	
              
                

              

              IAN
                SHERRINGTON