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                                                                   EXHIBIT 10.33

                               AGREEMENT REGARDING
                                CHANGE IN CONTROL

         THIS AGREEMENT ("Agreement"), made and entered into this 11th day of
December, 2000 (the "Effective Date"), by and between Mackenzie Management Inc.,
(the "Company") and Keith J. Carlson (the "Executive");

                                WITNESSETH THAT:

         WHEREAS, the Company wishes to assure itself of the continuity of the
Executive's service in the event of a Change in Control (as described below);
and

         WHEREAS, the Company and the Executive accordingly desire to enter into
this Agreement on the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, IT IS HEREBY AGREED by and between the parties as follows:

         1. AGREEMENT TERM. The "Agreement Term" shall begin on the Effective
Date and shall continue through December 31, 2001, subject to the following:

(a)      As of December 31, 2001, and on each December 31 thereafter, the
         Agreement Term shall automatically be extended for one additional year
         unless, not later than the preceding June 30, either party shall have
         given notice that such party does not wish to extend the Agreement
         Term.

(b)      If a Change in Control shall have occurred during the Agreement Term
         (as it may be extended from time to time), the Agreement Term shall
         continue for a period of twenty-four calendar months beyond the
         calendar month in which such Change in Control occurs and, following an
         extension in accordance with this paragraph (b), no further extensions
         shall occur under paragraph 1(a). The Agreement Term shall end on the
         last day of the twenty-fourth calendar month following the calendar
         month in which such Change in Control occurs.

Except for the provisions of this Agreement, the Company confirms the
continuation of the Executive's employment on the same terms and conditions as
currently exist. During the Agreement Term, the Executive agrees to continue to

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perform the duties and responsibilities of his position. Nothing in this
Agreement shall restrict the Executive's employment with the Company from being
terminated at any time, subject to the terms and conditions set out herein and
compliance with any applicable employment laws.

         2. TERMINATION. For purposes of this Agreement, the term "Termination"
shall mean termination of the employment of the Executive during the Employment
Period (I) by the Company, for any reason other than death, Permanent
Disability, or Cause, or (II) by Constructive Discharge of the Executive (as
these terms are described below). For purposes of this Agreement:

(a)      The Executive shall be considered "Permanently Disabled" during any
         period in which (i) he has a physical or mental disability which
         renders him incapable, after reasonable accommodation, of performing
         his duties under this Agreement; and (ii) such disability is reasonably
         expected to continue for at least ninety (90) days. In the event of a
         dispute as to whether the Executive is Permanently Disabled, the
         Company may refer the same to a licensed practicing physician of the
         Company's choice and reasonably acceptable to the Executive, and the
         Executive agrees to submit to such tests and examination as such
         physician shall deem appropriate.

(b)      The term "Cause" shall mean:

         (i)      A willful act by the Executive of dishonesty, theft, breach of
                  trust, or misappropriation of the property of the Company.

         (ii)     The willful and continued failure by the Executive to
                  substantially perform his duties according to the terms of his
                  employment (other than any such failure resulting from the
                  Executive's being Disabled) after a written demand for
                  substantial performance is delivered to the Executive by the
                  Chief Executive Officer of the Company or the Board of
                  Directors of the Company (the "Board"), which specifically
                  identifies the manner in which the Chief Executive Officer or
                  Board believes that the Executive has not substantially
                  performed his duties, or the willful engaging by the Executive
                  in illegal conduct which is materially and demonstrably
                  injurious to the Company.

         For purposes of this Agreement, no act, or failure to act, on the
         Executive's part shall be deemed "willful" unless done, or omitted to
         be done, by the Executive in bad faith and without reasonable belief
         that the Executive's action or omission was in the best interest of the
         Company. For the avoidance of doubt, it is recited here that action by
         the Executive or the Executive's failure to act shall not be considered
         to be "willful" by reason of such action or failure to act reflecting
         bad judgment by the Executive, and action by the Executive or the



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         Executive's failure to act shall not be considered to be "willful" by
         reason of such action or failure to act resulting in the failure to
         achieve performance objectives. Without limiting the foregoing, any act
         or failure to act based on authority given pursuant to a resolution
         duly adopted by the Board or based upon the advice of counsel for the
         Company shall be conclusively presumed to be done or omitted by the
         Executive in good faith and in the best interest of the Company. It is
         also expressly understood that the Executive's attention to matters not
         directly related to the business of the Company shall not provide a
         basis for termination for Cause so long as the Board or the Chief
         Executive Officer had approved such activities prior to or subsequent
         to a Change in Control or such activities are not inconsistent with
         activities carried on by the Executive prior to the Change in Control.

(c)      The Executive will be considered to have been terminated by reason of
         Constructive Discharge if the Executive resigns from the Company after
         the occurrence of any one of the following events, provided that the
         Executive has provided written notice of the Company of the occurrence
         of such event and the Company has not remedied or cured such event
         within fifteen (15) days after the receipt of such notice:

         (i)      Any material alteration of the Executive's title, position,
                  duties, responsibilities or status with the Company which
                  existed immediately prior to the Change in Control, unless any
                  such alteration is clearly consistent with a promotion.

         (ii)     Any material change in the Executive's direct reporting
                  relationship from the reporting relationship in effect
                  immediately prior to the Change in Control unless such change
                  is clearly consistent with a promotion.

         (iii)    Any reduction in the Executive's annual base salary or target
                  bonus incentive opportunity under any bonus or incentive plan,
                  or any change in the basis upon which the Executive's salary
                  or bonus or incentive is determined, if the change could be
                  adverse to the Executive. For purposes of this Agreement, the
                  term "Benefits" shall include all benefit plans, policies,
                  programs, perquisites, entitlements, cash allowances, vacation
                  benefits, funds or arrangements and the employee share
                  purchase plan in which the Executive currently participates or
                  which are or become generally available from time to time to
                  senior management of the Company , and excluding share option
                  plans, which are dealt with under separate written agreements

         (iv)     Any failure by the Company to continue in effect any benefit,
                  bonus, profit sharing, incentive, remuneration or compensation
                  plan, stock ownership or purchase plan, life insurance,
                  disability plan, pension plan or retirement plan in which the
                  Executive is participating or entitled to participate




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                  immediately prior to the Change in Control that would
                  adversely affect the Executive's participation in or reduction
                  the Executive's rights or benefits under any such plan, unless
                  any such action is in the ordinary course of business and does
                  not adversely affect the aggregate value of the benefits or
                  plans to the Executive or the Company provides a replacement
                  benefit or plan of equivalent value.

         (v)      Any failure by the Company to obtain the assumption of this
                  Agreement by any successor or assign of the Company.

         (vi)     Any refusal by the Company to continue to allow the Executive
                  to attend to work-related matters or engage in work-related
                  activities which, though not directly related to the Company's
                  business, are related to the industry and/or the function that
                  the Executive performs for the Company, provided that prior to
                  the happening of the Change in Control, the Executive was
                  permitted by the Board or the Chief Executive Officer of the
                  Company to attend to or engage in.

         (vii)    Relocation of the Executive's place of employment more than 15
                  miles from the Company's base office in Boca Raton, Florida.

         (viii)   The failure of the Company to pay amounts owed to the
                  Executive when due.

         (ix)     Any request by the Company of the Executive to act in a manner
                  which is contrary to any applicable law or regulation.

Nothing in this Agreement shall prevent the Executive from voluntarily resigning
from employment upon 30 days' written notice to the Company under circumstances
which do not constitute Constructive Discharge. If the Executive becomes
employed by the entity into which the Company merged, or the purchaser of
substantially all of the assets of the Company, or a successor to such entity or
purchaser, the Executive shall not be treated as having terminated employment
for purposes of this Agreement until such time as the Executive terminates
employment with the successor (including, without limitation, the merged entity
or purchaser). If the Executive is transferred to employment with an Affiliate
(including a successor to the Company, and regardless of whether before, on, or
after a Change in Control), such transfer shall not constitute a termination of
employment for purposes of this Agreement, provided that the Affiliate agrees to
assume this agreement and be substituted for the Company under this Agreement.

         3. SEVERANCE PAYMENTS. In the event of a Termination described in
paragraph 2, the Executive shall be entitled to the following:




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(a)      An amount equal to two times the Executive's annual base salary rate in
         effect immediately prior to the date of Termination, payable as a lump
         sum in cash no later than ten business days after the date of
         Termination.

(b)      An amount, payable as a lump sum in cash no later than ten business
         days after the date of Termination, equal to two times the greater of
         (A) the Executive's maximum target bonus payable for the fiscal year in
         which the Date of Termination occurs or (B) the average of the
         Executive's bonus plus any profit sharing payments received during the
         previous two fiscal years of the Executive's employment, except that,
         for purposes of this clause 3(b), any amounts paid to the Executive
         pursuant to Section 3(c) of this Agreement shall not be considered one
         of the two most recent payments. If the Executive has been employed by
         the Company for less than two fiscal years, the amount to be used for
         purposes of this clause 3(b) shall be the amount of the individual
         bonus plus profit sharing payment received by the Executive for the
         first full fiscal year of employment with the Company.

(c)      Payment of the bonus for the fiscal year in which Termination occurs,
         based on the Executive's target bonus payable for such fiscal year,
         payable as a lump sum in cash no later than ten business days after the
         date of Termination; provided however, that it shall be subject to a
         pro-rata reduction for the portion of the fiscal year following the
         date of Termination.

(d)      The Company shall reimburse the Executive, upon presentation of
         appropriate invoices, to a maximum of U.S. $ 10,000 plus taxes, for
         legal, financial, outplacement/relocation counseling , or other
         professional advice obtained by the Executive in connection with the
         cessation of the Executive's employment.

(e)      The Company shall continue, to the extent it may do so legally and in
         compliance with its benefit plans in existence from time-to-time, all
         Benefits for a period of twenty-four months at a level equivalent to
         those previously provided to the Executive immediately prior to the
         date of Termination or prior to the date of the Change in Control,
         whichever is greater; provided that, if the Company cannot continue any
         particular Benefit, then the Company shall reimburse the Executive for
         all reasonable expenses incurred by the Executive to replace such
         Benefit for an equivalent duration. At the Executive's option and
         direction the Company shall pay to the Executive an amount equal to the
         annual present value of the continuation of his Benefits. Upon
         Executing this Agreement the Executive shall be provided with a
         statement of the Benefits which he currently receives.

Notwithstanding the foregoing provisions of this Agreement, no payment will be
made or benefit provided under this paragraph 3 unless the Executive has signed
a general release in a form satisfactory to the Company of all claims in favor


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of the Company, including affiliates, subsidiaries, parents, and their
respective officers, directors, and employees.

         4. MITIGATION. The amounts payable to the Executive pursuant to this
Agreement shall not be reduced in any respect in the event that the Executive
secures or the Executive does not pursue alternative employment following
termination of his employment, nor are such amounts subject to set-off against
any amounts which may be due or alleged to be due to the Company from the
Executive.

         5.  TAX PAYMENTS.  If:

(a)      any payment or benefit to which the Executive is entitled from the
         Company, any affiliate, or trusts established by the Company or by any
         affiliate (the "Payments," which shall include, without limitation, the
         vesting of an option or other non-cash benefit or property) are more
         likely than not to be subject to the tax imposed by section 4999 of the
         Internal Revenue Code of 1986 or any successor provision to that
         section; and

(b)      reduction of the Payments to the amount necessary to avoid the
         application of such tax would result in the Executive retaining an
         amount that is greater than the amount he would retain if the Payments
         were made without such reduction but after the reduction for the amount
         of the tax imposed by section 4999;

then the Payments shall be reduced to the extent required to avoid application
of the tax imposed by section 4999. The Executive shall be entitled to select
the order in which payments are to be reduced in accordance with the preceding
sentence. Determination of whether Payments would result in the application of
the tax imposed by section 4999, and the amount of reduction that is necessary
so that no such tax would be applied, shall be made, at the Company's expense,
by the independent accounting firm employed by the Company immediately prior to
the occurrence of the Change in Control.

         6.  PROTECTION OF PROPRIETARY INFORMATION.

(a)      The Executive shall not at any time during his or her employment or at
         any time thereafter, without consent of the Company, disclose to any
         person any material confidential information obtained by the Executive
         while employed by the Company unless the disclosure of such information
         is required by law, or is made in connection with the proper
         performance of the Executive's duties with the Company. For the
         purposes of this Agreement, "confidential information" shall not
         include any information (i) known generally to the public; or (ii)
         accessible to a third party on an unrestricted basis.




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(b)      The Executive agrees that he or she will not, directly or indirectly,
         during the Agreement Term while employed by the Company and for a
         period of twelve (12) months from the date he or she ceases to be an
         employee of the Company, for the benefit of any Business, solicit or
         offer employment to any officer of the Company employed or engaged by
         the Company at the time he or she ceased to be employed by the Company,
         or who was an employee with the Company during the twelve (12) month
         period immediately preceding such time, PROVIDED THAT, nothing in this
         paragraph 5 shall restrict any recruitment by means of general
         advertisement.

Nothing in this paragraph 6 shall be construed to adversely affect the rights
that the Company would possess in the absence of the provisions of such
paragraph.

         7. OTHER BENEFITS. Except as may be otherwise specifically provided in
an amendment of this Agreement adopted in accordance with paragraph 14, in the
event of a termination of employment during the Employment Period, the Executive
shall not be eligible to receive any benefits that may be otherwise payable to
or on behalf of the Executive pursuant to the terms of any severance pay
arrangement of the Company (or any affiliate of the Company), including any
arrangement of the Company (or any affiliate of the Company) providing benefits
upon involuntary termination of employment.

         8. DUTIES ON TERMINATION. If the Executive's termination of employment
with the Company occurs during the Employment Period, then, subject to the terms
and conditions of this Agreement, during the period beginning on the date of
delivery of a notice of termination, and ending on the date of termination, the
Executive shall continue to perform his duties as set forth in this Agreement,
and shall also perform such services for the Company as are necessary and
appropriate for a smooth transition to the Executive's successor, if any.
Notwithstanding the foregoing provisions of this paragraph 8, the Company may
suspend the Executive from performing his duties under this Agreement following
the delivery of a notice of termination providing for the Executive's
resignation, or delivery by the Company of a notice of termination providing for
the Executive's termination of employment for any reason; provided, however,
that during the period of suspension (which shall end on the Executive's date
termination), the Executive shall continue to be treated as employed by the
Company for other purposes, and his rights to compensation or benefits shall not
be reduced by reason of the suspension.

         9. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall be deemed to occur on the date of any of the following events
with respect to either the Company or Parent (referred to generically as
company):




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(a)      the acquisition in one or more transactions by any "Person" (as such
         term is used for purposes of Section 13(d) or Section 14(d) of the Act)
         but excluding, for this purpose, the Company and Parent or their
         Subsidiaries, or any employee benefit plan of Parent or the Company or
         their Subsidiaries, of "Beneficial Ownership" (within the meaning of
         Rule 13d-3 under the Act) of thirty-five percent (35%) or more of the
         combined voting power of the company's then outstanding voting
         securities (the "Voting Securities");

(b)      the individuals who, as of the effective date of the plan, as amended
         and restated, constitute the Board (the "Incumbent Board") cease for
         any reason to constitute at least a majority of the Board; provided,
         however, that if the election, or nomination for election by the
         company's shareholders, of any new director was approved by a vote of
         at least a majority of the Incumbent Board, such new director shall be
         considered as a member of the Incumbent Board, and provided further
         that any reductions in the size of the Board that are instituted
         voluntarily by the Incumbent Board shall not constitute a Change of
         Control, and after any such reduction the "Incumbent Board" shall mean
         the Board as so reduced;

(c)      a merger or consolidation involving the company if the shareholders of
         the company, immediately before such merger or consolidation, do not
         own, directly or indirectly, immediately following such merger or
         consolidation, more than sixty-five percent (65%) of the combined
         voting power of the outstanding Voting Securities of the corporation
         resulting from such merger or consolidation;

(d)      a complete liquidation or dissolution of the company or a sale or other
         disposition of all or substantially all of the assets of the company;

(e)      acceptance by shareholders of the company of shares in a share exchange
         if the shareholders of the company, immediately before such share
         exchange, do not own, directly or indirectly, immediately following
         such share exchange, more than sixty-five percent (65%) of the combined
         voting power of the outstanding Voting Securities of the corporation
         resulting from such share exchange; or

The term "Change in Control" shall also include the liquidation, dissolution, or
other disposition of substantially all of the assets or operations of the
investment management arm, responsible for the management of portfolios managed
for Parent and any of Parent's affiliates, of the Company and its subsidiaries
and shall also include the liquidation, dissolution, or other disposition of
substantially all of the assets or operations of the Ivy Fund mutual fund
business of the Company and its subsidiaries.

For purposes of this Agreement, the following terms shall be defined as
indicated:




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-        The term "Affiliate" shall mean the Company and any of its "affiliates"
         as that term is defined in the Exchange Act.

-        The term "beneficial owner" shall mean beneficial owner as defined in
         Rule 13d-3 under the Exchange Act.

-        The term "Company" shall mean Mackenzie Investment Management, Inc. and
         shall include any corporation, partnership, joint venture, or other
         entity that succeeds to the interests of Mackenzie Investment
         Management, Inc. by means of a merger, consolidation, or other
         restructuring that does not constitute a Change in Control under
         paragraphs 9(b) or 9(c). The term "Company" shall also include any
         other successor to its business or assets after a Change in Control
         which assumes and agrees to perform this Agreement in accordance with
         paragraph 19.

-        The term "Exchange Act" shall mean the Securities Exchange Act of 1934.

-        The term "Parent" shall mean Mackenzie Financial Corporation, Inc. and
         shall include any corporation, partnership, joint venture, or other
         entity that succeeds to the interests of Parent Company, Inc. by means
         of a merger, consolidation, or other restructuring that does not
         constitute a Change in Control under paragraphs 9(d) or 9(e).

-        The term "Parent Affiliate" shall mean Parent and any of its
         "affiliates" as that term is defined in the Exchange Act.

-        The term "person" shall mean any person as defined in Section 3(a)(9)
         of the Exchange Act, as such term is modified in Sections 13(d) and
         14(d) of the Exchange Act, other than (1) any employee plan established
         by the Company or an Affiliate, (2) the Company or an Affiliate, (3) an
         underwriter temporarily holding securities pursuant to an offering of
         such securities, or (4) a corporation owned, directly or indirectly by
         stockholders of the Company in substantially the same proportions as
         their ownership of the Company.

Notwithstanding anything contained in this Agreement to the contrary, if
Executive's employment is terminated prior to a Change in Control and Executive
reasonably demonstrates that such termination was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control (a "Third Party") who effectuates a Change in
Control, then for all purposes of this Agreement, the date of a Change of
Control shall mean the date immediately prior to the date of such termination of
Executive employment.




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         10. WITHHOLDING. All payments to the Executive under this Agreement
will be subject to all applicable withholding of applicable taxes.

         11. ASSISTANCE WITH CLAIMS. The Executive agrees that, for the period
beginning on the Effective Date, and continuing for a reasonable period after
the Executive's termination of employment with the Company, the Executive will
assist the Company and the Affiliates and the Parent Affiliates in defense of
any claims that may be made against the Company, the Affiliates and the Parent
Affiliates and will assist the Company, the Affiliates and the Parent Affiliates
in the prosecution of any claims that may be made by the Company, the Affiliates
and the Parent Affiliates, to the extent that such claims may relate to services
performed by the Executive for the Company, the Affiliates and the Parent
Affiliates . The Executive agrees to promptly inform the Company if he becomes
aware of any lawsuits involving such claims that may be filed against the
Company, the Affiliates and the Parent Affiliates. The Company agrees to provide
legal counsel to the Executive in connection with such assistance (to the extent
legally permitted), and to reimburse the Executive for all of the Executive's
reasonable out-of-pocket expenses associated with such assistance, including
travel expenses. For periods after the Executive's employment with the Company
terminates, the Company agrees to provide reasonable compensation to the
Executive for such assistance. The Executive also agrees to promptly inform the
Company if he is asked to assist in any investigation of the Company, the
Affiliates and the Parent Affiliates (or their actions) that may relate to
services performed by the Executive for the Company, the Affiliates and the
Parent Affiliates, regardless of whether a lawsuit has then been filed against
the Company, the Affiliates and the Parent Affiliates with respect to such
investigation.

         12. EQUITABLE REMEDIES. The Executive acknowledges that the Company
would be irreparably injured by a violation of paragraph 6, and he or she agrees
that the Company, in addition to any other remedies available to it for such
breach or threatened breach, shall be entitled to a preliminary injunction,
temporary restraining order, or other equivalent relief, restraining the
Executive from any actual or threatened breach of paragraph 6. If a bond is
required to be posted in order for the Company to secure an injunction or other
equitable remedy, the parties agree that said bond need not be more than a
nominal sum.

         13. NONALIENATION. The interests of the Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Executive or the Executive's beneficiary.

         14. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other person. So
long as the Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this Agreement or the subject matter
hereof.




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         15. APPLICABLE LAW. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Florida, without regard to the
conflict of law provisions of any state.

         16. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).

         17. OBLIGATION OF COMPANY. Except as otherwise specifically provided in
this Agreement, nothing in this Agreement shall be construed to affect the
Company's right to modify the Executive's position or duties, compensation, or
other terms of employment, or to terminate the Executive's employment. Nothing
in this Agreement shall be construed to require the Company or any other person
to take steps or not take steps (including, without limitation, the giving or
withholding of consents) that would result in a Change in Control.

         18. WAIVER OF BREACH. No waiver by any party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party of any similar or dissimilar provisions and conditions at the same or any
prior or subsequent time. The failure of any party hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.

         19. SUCCESSORS, ASSUMPTION OF CONTRACT. This Agreement is personal to
the Executive and may not be assigned by the Executive without the written
consent of the Company. However, to the extent that rights or benefits under
this Agreement otherwise survive the Executive's death, the Executive's heirs
and estate shall succeed to such rights and benefits pursuant to the Executive's
will or the laws of descent and distribution; provided that the Executive shall
have the right at any time and from time to time, by notice delivered to the
Company, to designate or to change the beneficiary or beneficiaries with respect
to such benefits. This Agreement shall be binding upon and inure to the benefit
of the Company and any successor of the Company.

         20. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid
(provided that international mail shall be sent via overnight or two-day
delivery), or sent by facsimile or prepaid overnight courier to the parties at
the addresses set forth below. Such notices, demands, claims and other
communications shall be deemed given:




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(a)      in the case of delivery by overnight service with guaranteed next day
         delivery, the next day or the day designated for delivery;

(b)      in the case of certified or registered U.S. mail, five days after
         deposit in the U.S. mail; or

(c)      in the case of facsimile, the date upon which the transmitting party
         received confirmation of receipt by facsimile, telephone or otherwise;

provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that are
to be delivered by the U.S. mail or by overnight service or two-day delivery
service are to be delivered to the addresses set forth below:

to the Company:

         Mackenzie Investment Management
         700 S. Federal Hwy
         Suite 300
         Boca Raton, Fl.
         33432

or to the Executive:

         Keith J. Carlson
         700 S. Federal Hwy
         Suite 300
         Boca Raton, Fl.
         33432

All notices to the Company shall be directed to the attention of Chairman of the
Board of the Company, with a copy to the Secretary of the Company. Each party,
by written notice furnished to the other party, may modify the applicable
delivery address, except that notice of change of address shall be effective
only upon receipt.

         21. LEGAL AND ENFORCEMENT COSTS AND INDEMNIFICATION. The Company agrees
to pay, to the fullest extent permitted by law, all reasonable legal and other
professional fees and expenses which the Executive may incur as a result of any
contest (regardless of the outcome thereof) by the Company or others of the
validity or enforceability of or liability under the Agreement, or as a result
of any proceeding reasonably brought by the Executive to enforce the Executive's
rights under this Agreement. The Company agrees to indemnify the Executive and
save the Executive harmless from and against all claims, demands, costs



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(including legal costs and disbursements) incurred in respect of any matter or
any civil, criminal or administrative action or proceeding to which the
Executive is made a party by reason of having been an employee, director or
officer of the Company or of any affiliate or subsidiary. The Executive shall be
entitled to coverage under a directors and officers liability insurance policy
maintained by the Company or its Affiliates to the extent that such coverage may
be obtained at a reasonable cost to the Company.

         22. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in
this Agreement, the rights and obligations of the parties to this Agreement
shall survive the termination of the Executive's employment with the Company.

         23. ENTIRE AGREEMENT. This Agreement supersedes any and all prior
agreements and representations, whether written, oral, expressed or implied
pertaining to the cessation of the Executive's employment and the circumstances
set out in paragraph 3 (relating to Severance Payments).

         24. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which shall be deemed the original without reference to
the others.

         IN WITNESS THEREOF, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Effective Date.

                                            /s/ Keith J. Carlson
                                        -----------------------------------
                                                 Keith J. Carlson



                                          Mackenzie Investment Management, Inc.


                                        By       /s/ James L. Hunter
                                            -------------------------------

                                        Its      Director
                                            -------------------------------





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