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EXHIBIT 4.7    
    


This
Employment Agreement (the "Agreement") is made as of January 6, 2003, 



	Between:	 	 
	

 	
 	
CARDIOME PHARMA CORP., a corporation incorporated under the laws of Canada and having its head office at 3650 Wesbrook Mall, Vancouver, British Columbia, V6S 2L2
	

 	
 	

(the "Company")
	

And:	
 	

 
	

 	
 	
DOUGLAS JANZEN, residing at 2527 West 35th Avenue, Vancouver, British Columbia, V6N 2L9
	

 	
 	

(the "Employee")





WHEREAS:  


A.
the Company is engaged in pharmaceutical research and development; and 


B.
the Employee has agreed to supply his service in the capacity of Chief Financial Officer of the Company on the terms and conditions set out in this Agreement, which shall supersede and replace all
prior agreements, if any, between the parties; 



THEREFORE, in consideration of the recitals, the following covenants and the payment of one dollar made by each party to the other, the receipt and
sufficiency of which is acknowledged by each party, the parties agree on the following terms: 


ARTICLE 1. Employment  


1.1    Employment:    The Company hereby employs the Employee as Chief Financial Officer and the Employee
accepts such employment, upon the terms and subject to the conditions set forth in this Agreement. 


1.2    Term:    The term of this Agreement shall commence on the date of this Agreement and shall continue
until this Agreement is terminated in accordance with section 4.1, 4.2 or 4.3. If this Agreement is terminated pursuant to subsections 4.1(b), 4.2(e), 4.3(a) or 4.3(b) of this Agreement, the
Employee will be entitled to receive the severance payment set out in subsection 4.4(a). 


1.3    Duties:    The Employee shall perform such duties as are customarily associated with his title or
titles, consistent with the Bylaws of the Company and as required by the President and Chief Executive Officer of the Company (the "Board"). Such duties will initially be as set out on Schedule "A"
and are subject to change from time to time. Said duties shall be performed at such place or places as the Company shall reasonably designate or as shall be reasonably appropriate and necessary to the
discharge of the Employee's duties in connection with his employment. 


1.4    Hours:    During the term of the Employee's employment with Company, the Employee will devote his
best efforts and substantially all of his business time and attention to the performance of his duties hereunder and to the business and affairs of the Company, except for vacation periods as set
forth herein and reasonable periods of illness or other incapacities permitted by Company's general employment policies. The Employee will duly, punctually and faithfully observe the Company's general
employment policies and practices, including, without limitation, any and all rules, regulations, policies and/or procedures which the Company may now or hereafter establish governing the conduct of
its business. 


1.5    Reporting:    The Employee shall report to the President and Chief Executive Officer of the Company. 





 



1.6    Other Boards or Committees:    The Employee's performance of reasonable personal, civic or charitable
activities or the Employee's service on up to two boards or committees of any private or public companies shall not be deemed to interfere with the performance of the Employee's services and
responsibilities to the Company pursuant to this Agreement. The Employee agrees to inform the Board forthwith upon the Employee being appointed to any such board or committee. 


1.7    Constructive Dismissal:    In the event the Company changes the Employee's responsibilities or
authority in a fundamental way and such change is not accepted by the Employee, the Employee will be deemed to be terminated and will be entitled to receive the severance payment set out in subsection
4.4(a). 


1.8    Change of Control Defined:    For the purposes of this Agreement, a "Change of Control" shall be
deemed to have occurred when: 



	(a)
	there
is occurrence of an event whereby any person or entity becomes the beneficial owner of shares representing 50% or more of the combined voting power of the voting securities of
the Company; or



	(b)
	there
is a merger or amalgamation of the Company with one or more corporations as a result of which, immediately following such merger or amalgamation, the shareholders of the Company
as a group will hold less than a majority of the outstanding capital stock of the surviving corporation. 



ARTICLE 2. Compensation  


2.1    Salary:    Subject to section 2.2, for his services hereunder, the Employee shall receive a
salary, payable in such regular intervals as shall be determined by the Company, which shall be at the rate of CDN$250,000 per year ("Salary"). 


2.2    Salary Increases:    The rate of Salary provided for in section 2.1 shall be reviewed by the
Company annually and shall be increased from time to time and in such amount as the Company, in its discretion, may determine. 


2.3    Discretionary Bonus:    The Company will, within 120 days of the end of each fiscal year, pay
to the Employee an annual cash bonus provided that the Company achieves objectives agreed to by the Company and the Employee at the beginning of that fiscal year. Within 30 days of the
beginning of each fiscal year, the Company and the Employee shall agree to the annual objectives and the specific portions of the bonus which will be awarded to the Employee if one or more objectives
are achieved. Such annual objectives will initially be as set out on Schedule "B" and are subject to change from time to time as agreed between the two parties. 


2.4    Withholding:    All payments of salary, bonuses and other compensation pursuant to this Agreement
shall be subject to the customary withholding taxes as required by law. 


2.5    Stock Options:    Subject to regulatory approval, the Company will grant the Employee options to
purchase up to 400,000 common shares in the capital of the Company as soon as practicable following the execution of this Agreement by the Employee. The options will expire seven years from the date
of grant and will be exercisable at a price of Cdn.$3.32 per share. The options will vest to the Employee over four years, with 80,000 shares vesting immediately and the remaining 320,000 shares
vesting over four years at a annual rate of 80,000 shares on the anniversary date of the date of this Agreement. 


ARTICLE 3. Fringe Benefits  


3.1    Participation in Plans:    The Employee shall be entitled to all additional fringe benefits,
including, but not limited to, life, health and disability insurance programs that may be generally available to other employees of the Company. All matters of eligibility for coverage of benefits
under any plan or 


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plans
of health, hospitalization, life, disability or other insurance provided by the Company shall be determined in accordance with the provisions of the insurance policies. If the Company is not
able to obtain life, health and disability insurance coverage for the Employee from its regular provider, it will obtain a different provider to ensure that such benefits are provided to the Employee.
The Company shall not be liable to the Employee, or his beneficiaries or successors, for any amount payable or claimed to be payable under any plan of insurance, which is not paid to any of the
Company's other employees. In addition, the Employee is entitled to receive annually a full diagnostic check paid for by the Company, including a complete physical and MRI exam. 



3.2    Holidays and Sick Leave:    The Employee shall be entitled to such paid holidays and sick leave, and
other benefit programs, as and to the extent that the Company generally provides from time to time to other executive employees. 


3.3    Vacation and Professional Leave:    The Employee shall be entitled to vacation each year during this
Agreement as permitted under the employment practices of the Company in effect at such time. The Employee shall be entitled to five weeks paid vacation for each fiscal year of the Company. The
Employee may not take in a fiscal year any of the five weeks paid vacation earned but not taken in previous fiscal years. 



3.4    Business Expenses:    The parties acknowledge that the Employee shall incur, from time to time, for
the benefit of the Company and in furtherance of the Company's business, various business expenses. The Company agrees that it shall either pay such expenses directly, advance sums to the Employee to
be used for payment of such expenses, or reimburse the Employee for such expenses incurred by him. The Employee agrees to submit to the Company such documentation as may be reasonably necessary to
substantiate that all expenses paid or reimbursed hereunder were reasonably related to the performance of his duties. The Company agrees to reimburse duplicate housing costs if the Employee is
requested to work at more than one corporate location. 


3.5    Relocation Allowance:    The Employee shall be entitled to up to CDN$25,000 of documented relocation
expenditure. The Employee agrees to refund to the Company all of the relocation allowance paid to him if this Agreement is terminated by the Employee within one year from the Commencement Date. 


ARTICLE 4. Termination of Employment  



4.1    The Employee's Right to Terminate:    The Employee may terminate his obligations under this
Agreement: 



	(a)
	at
any time upon providing 60 days' notice in writing to the Company;



	(b)
	upon
a material breach or default of any term of this Agreement by the Company if such material breach or default has not been remedied within 30 days after written notice of
the material breach or default has been delivered by the Employee to the Company;



	(c)
	in
accordance with subsection 4.3 (a). 




4.2    Company's Right to Terminate:    The Company may terminate the Employee's employment under this
Agreement at any time upon the occurrence of any of the following events: 



	(a)
	the
Employee acting unlawfully, dishonestly, in bad faith or negligently with respect to the business of the Company to the extent that it has a material and adverse effect on the
Company, or acting in any way which would permit the Company to terminate the Agreement "for cause" at common law;



	(b)
	the
conviction of the Employee of any crime or fraud against the Company or its property or any felony offense or crime reasonably likely to bring discredit upon the Employee or the 



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Company,
or the Employee filing a voluntary petition in bankruptcy, or being adjudicated bankrupt or insolvent, or filing any petition or answer under any present or future statute or law relating to
bankruptcy, insolvency or other relief for debtors; 



	(c)
	a
material breach or default of any term of this Agreement by the Employee if such material breach or default has not been remedied within 30 days after written notice of the
material breach or default has been delivered by the Company to the Employee;



	(d)
	a
Change of Control in accordance with subsections 4.3(a) or 4.3(b); or



	(e)
	at
the discretion of the Company without cause. 




4.3    Change of Control:    In the event of a Change of Control: 



	(a)
	the
Company or the Employee may terminate the Employee's obligations under this Agreement within 10 days of the Change of Control and the Employee will be entitled to receive
the compensation set out in subsection 4.4(a);



	(b)
	if
the Company requests that the Employee continue in his position for a temporary period following a Change of Control, the Employee will be entitled to receive his then current
Salary and benefits for such period and will be entitled to receive the compensation set out in subsection 4.4(a) at the date of termination after such temporary period; or



	(c)
	if
neither (a) nor (b) applies, the Company shall continue to engage the Employee at his then current Salary and benefits and the Employee shall continue to serve the
Company in the same capacity and have the same authority, responsibilities and status as he had as of the date immediately prior to the Change of Control, at such location as is mutually agreed upon
between the Company and the Employee. 




4.4    Severance Payment:    



	(a)
	In
the event of the termination of the Employee's employment pursuant to subsections 4.1(b), 4.2(e), 4.3(a) or 4.3(b) of this Agreement, the Company shall:



	(i)
	pay
to the Employee on the date of such termination the full amount of compensation accrued pursuant to section 2.1 of this Agreement as of the date of termination and all
expenses incurred by the Employee up to the date of termination pursuant to section 3.4 of this Agreement,



	(ii)
	pay
to the Employee within 60 days of such termination a severance payment equal to one month of his then current Salary for each month worked if this Agreement is terminated
in the first twelve months from the date of this Agreement, or twelve months of his then current Salary thereafter;



	(iii)
	cause
50% of the Employee's outstanding stock options to immediately vest if this Agreement is terminated in the first twelve months from the date of this Agreement, or cause 100%
of his outstanding stock options to immediately vest thereafter; and



	(iv)
	extend
the then current life, health and disability insurance programs to the Employee until the earlier of one year from the date of termination or until the Employee finds new
employment. The Company shall either continue the Employee on the Company's life, health and disability insurance programs or otherwise secure such benefits for the Employee for the applicable period.
No other benefits shall be continued.






	(b)
	In
the event of the termination of the Employee's employment under this Agreement in circumstances other than those set out in subsection 4.4(a) of this Agreement, the Company shall
pay to the Employee on the date of such termination, the full amount of compensation accrued pursuant to section 2.1 of this Agreement as of the date of termination and all 



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expenses
incurred by the Employee up to the date of termination pursuant to section 3.4 of this Agreement. 





4.5    Material Breach:    For the purposes of this Article 4, the determination of when a material
breach has occurred shall be resolved by arbitration pursuant to section 7.7 of this Agreement. 


ARTICLE 5. Confidential Information and Intellectual Property  


5.1    Confidential Information:    "Confidential Information" shall mean information disclosed to the
Employee, known by the Employee, or developed by the Employee (alone or with others) as a consequence of or through his employment by the Company or his relationship with the Company's subsidiaries,
which information is not generally known in the industry in which the Company or any of its subsidiaries are or may become engaged, about the business of the Company or any of its subsidiaries,
including but not limited to information relating to trade secrets of the Company or its subsidiaries, existing or potential customers, business plans and strategies, research methods and products,
pricing and billing methods and marketing methods. Without regard to whether any of such matters would be deemed confidential, proprietary or material as a matter of law, the parties hereto stipulate
that, as between them, such matters are confidential, proprietary, and material and unauthorized disclosure, use, or dissemination would seriously affect the effective and successful conduct of the
business and interests of the Company or its subsidiaries, and its goodwill, and that any breach of the terms of this Article is a material breach of this Agreement. 


5.2    Prohibition on Disclosure:    Except as required in his duties to the Company, the Employee shall
not, directly or indirectly use, disseminate or disclose any Confidential Information. If in the course of fulfilling his responsibilities, the Employee has to communicate some Confidential
Information to people in other companies, he will inform them of the confidential nature of the information and make them aware of their responsibility of keeping such information confidential and use
every reasonable effort to see that they do keep such information confidential. 


5.3    Return of Confidential Information Upon Termination:    Upon termination of his employment with the
Company, the Employee shall return to the Company all documents, records, notebooks and electronic media containing Confidential Information, including all copies thereof, whether prepared by the
Employee or others. 


5.4    Cooperation in Protecting Confidentiality:    The Employee shall provide all reasonable assistance to
the Company and its subsidiaries to protect the confidentiality of any such Confidential Information that Employee may have directly or indirectly disclosed, published or made available to third
parties in breach of this Agreement. The Employee shall take all reasonable steps requested by the Company to prevent the recurrence of such unauthorized access, use, possession or knowledge. If, at
any time, the Employee becomes aware of any unauthorized access, use, possession, or knowledge of any Confidential Information by any third party, the Employee shall immediately notify the Company. 


5.5    Imported Intellectual Property:    The Employee agrees that he will not use or bring to the Company
any technical information, data, trade secrets, processes, products, formulae, investigations or other intellectual property which is the property of any previous employer. 



5.6    Ownership of Work Product:    Any discoveries, ideas and suggestions, reports, documents, concepts,
products, inventions and improvements, technology, formulae and processes together with the nature and results of research and development activities, any marketing schemes, business, joint venture or
marketing contacts, or any business opportunities prepared, produced, developed, or acquired at the Employee's direction or by the Employee, whether or not conceived or made during normal working
hours and whether or not the Employee is specifically instructed to make or develop the same (collectively, the "Work Product") shall belong to the Company. 


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5.7    Disclosure:    The Employee will disclose and transfer to the Company all Work Product and execute
and deliver to the Company all instruments or papers necessary to perfect and enforce the exclusive ownership and enjoyment of the Work Product by the Company in all countries. 


5.8    Covenants Reasonable:    The Employee confirms that the provisions in this Article 5 are
reasonable and valid based upon the businesses that are carried on by the Company, and based on the fiduciary and sensitive position the Employee will occupy with the Company. 


ARTICLE 6. Non-Competition  


6.1    Competition:    The Employee agrees not to compete with the Company in any way for the longer of: 



	(a)
	the
period in respect of which he is receiving compensation on termination as set out in Article 4; or



	(b)
	12 months
following the date of termination of his employment, 




without
the written consent of the Company. This means the Employee will not individually or in partnership or conjunction with any other person or persons, firm or corporation as employee, principal,
officer, agent, shareholder or in any other manner whatsoever directly or indirectly carry on or be engaged or concerned with or interested in or advise or act as consultant for, lend money to,
guarantee the debts or obligations of, or otherwise provide financial assistance for, or permit his name to be used in any research activity or otherwise in competition with the Company. 



6.2    Non-Solicitation of Customers:    During the term of this Agreement and for a period of
12 months after the termination of the Employee's employment, the Employee shall not, either directly or indirectly and either alone or with others, canvass or solicit orders for any product or
service or both which is or has been researched, developed, manufactured, produced, provided, marketed, distributed or otherwise dealt in by the Company from any person, firm or company which has been
at any time within the previous 24 month period a customer or supplier of the Company or a prospective customer or supplier of the Company with which the Employee is or was actively concerned
during his employment. 


6.3    Non-Solicitation of Employees:    During the term of this Agreement and for a period of
12 months after the termination of the Employee's employment, the Employee shall not, either directly or indirectly and either alone or with others canvass or solicit any person who is an
employee of the Company to leave or terminate such employment for the purpose of establishing a business to carry out research and development of, or to offer, any product or service or both which is
of a type similar to any product or service which is or has been researched, developed, manufactured, produced, provided, marketed, distributed or otherwise dealt in by the Company. 



6.4    Survival:    The parties agree that the obligations imposed by this Article and Article 5
shall survive termination or expiration of this Agreement, and shall bind the Employee for a period of 15 years after such termination or expiration. 


ARTICLE 7. Miscellaneous  


7.1    Irreparable Injury:    The Employee expressly recognizes and agrees that his obligations under
Articles 5 and 6 of this Agreement are important and material and seriously affect the effective and successful conduct of the business and interests of the Company and its goodwill, and therefore the
breach of any obligations under such Articles will constitute an irreparable injury to the Company, for which damages, although available, will not be an adequate remedy at law. Accordingly, the
Employee expressly consents to the issuance of injunctive relief to enforce the obligations of this Agreement. The parties agree that service of process may be made by certified mail at the address
first listed above. 


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The
provisions of this Article are not intended to limit the remedies and relief otherwise available to the Company for breaches by the Employee of Articles of this Agreement other than Articles 5 and
6. 


7.2    Assignment Prohibited:    This Agreement is personal to the Employee hereto and he may not assign or
delegate any of his rights or obligations hereunder without first obtaining the written consent of the Company. The Company may not assign this Agreement without the written consent of the Employee
except in connection with a merger or amalgamation of the Company (in which case the merged or amalgamated entity shall remain fully liable for the obligations of the Company under this Agreement). 



7.3    Amendments:    No amendments or additions to this Agreement shall be binding unless in writing and
signed by the party against whom enforcement of such amendment or addition is sought. 


7.4    Paragraph Headings:    The paragraph headings used in this Agreement are included solely for
convenience and shall not affect the interpretation of this Agreement. 


7.5    Legal Expenses of Enforcement:    If either party commences a legal action or other proceeding for
enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees and other costs incurred in connection with the action or proceeding, in addition to any other relief to which it may be entitled. 


7.6    Severability:    If any provision of this Agreement is declared invalid by any tribunal, then such
provision shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and as so modified, shall be deemed a provision of this Agreement as though
originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this Agreement as though the
provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect. 


7.7    Arbitration:    Any controversy, claim or dispute arising out of or relating to this Agreement or its
construction and interpretation shall be settled by arbitration in accordance with the British Columbia Commercial Arbitration Act, and judgment upon the award rendered in such arbitration may be
entered in any court having jurisdiction thereof. In addition, any controversy, claim or dispute concerning the scope of this arbitration clause or whether a particular dispute falls within this
arbitration clause shall also be settled by arbitration in accordance with the rules of the British Columbia Commercial Arbitration Act. 


7.8    Choice of Law:    This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia. 


7.9    Entire Agreement:    This Agreement constitutes the entire, final and complete and exclusive
agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to employment. 


7.10    Change, Modification, Waiver:    No change or modification of this Agreement shall be valid unless
it is in writing and signed by each of the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought
to be enforced. The failure of a party of insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of the
right to insist upon strict compliance with such provision in the future. 


7.11    Notices:    All notices required or permitted hereunder shall be in writing and shall be delivered
in person or sent by certified or registered mail, return receipt requested, postage prepaid to each party at the address first written above or at such other address as provided in writing. 



7.12    Binding Effect:    This Agreement shall be binding upon, and inure to the benefit of, the parties,
their heirs, successors and assigns. 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	CARDIOME PHARMA CORP.	 	 
	

Per:	
 	

 
	
"Bob Rieder"
 Authorized Signatory	
 	

 
	
"Doug Janzen"
 Douglas Janzen	
 	

 




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Schedule "A"
  
    Duties and Responsibilities of the Chief Financial Officer (CFO)    
    



        The CFO's is responsible to the President and CEO for all financial aspects of the Company's operations, as directed from time to time by the CEO, including
without limitation the listed activities under the following four broad areas of responsibilities: 


	A)
	Ensure
that the Company's corporate finance objectives are being successfully met.



	1)
	formulate
and recommend financial strategy and execution plan;



	2)
	obtain
and maintain financing for the Company's activities;



	3)
	propose
investment bank(s) to assist the Company in financing and/or merger and acquisition (M&A) activities;



	4)
	negotiate
terms for financing and M&A transactions on behalf of the Company;



	5)
	assist
the Company in selecting appropriate M&A candidates;



	6)
	report
to the CEO regularly the progress the Company made on the corporate finance objectives;






	B)
	Ensure
that the Company's corporate communication is effective to support corporate finance activities and to foster positive image of the Company.



	7)
	establish
and maintain strong relationship with financial analysts, current major shareholders, and potential institutional/major investors;



	8)
	supervise
investor relations activities and programs and ensure consistency in outgoing messages;



	9)
	supervise
public relations activities and communication campaigns to make the public, medical practitioners and research aware of the Company and its business;



	10)
	supervise
the issuance of quarterly reports and the maintenance of website;






	C)
	Ensure
that all financial control requirements and regulatory requirements are met.



	11)
	oversee
the management of internal and external financial reporting;



	12)
	oversee
the management of regulatory compliance;



	13)
	oversee
the management of all internal control systems relating to finances, cash management and cash flow pertaining to the operation of the Company's business;



	14)
	supervise
the management of budgetary and financial controls of the Company and report to the CEO all significant deviation of expenditure;



	15)
	hire,
train and discipline as and when required the employees and other personnel the CFO considers reasonable and necessary for the corporate finance and corporate communication
departments;






	D)
	Participate
as a full member of the senior management team of the Company.



	16)
	give
general business and technical advice concerning the corporate finance and the affairs of the Company and long term planning, development and realization of strategy development;



	17)
	on
an as needed basis, contribute to attainment of the Company's business development objectives; and 





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	18)
	exercise
all other powers and perform all other duties normally incident to the office of the CFO, execute all documents required to implement his duties as CFO of the Company,
including but not limited to agreements, requisitions, orders for the supply of equipment or services, reports etc and exercise such other powers and perform such other duties as from time to time may
be assigned to him by the President and CEO and the Board. 



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Schedule "B"
  Objectives for the First Two Years of Employment    
    


        Within the first year of employment: 


	1.
	raise
at least US$20 Million of equity financing at a price acceptable;



	2.
	obtain
coverage of one top tier Canadian biotech financial analyst;



	3.
	obtain
coverage of at least one US biotech financial analyst;



	4.
	obtain
NASDAQ listing or AMEX listing;



	5.
	increase
the Company's US institutional investor base to a 15% ratio;



	6.
	complete
a value-added M&A transaction; 



        Within
the second year of employment: 


	7.
	qualify
the Company for inclusion in the TSX Canadian Health Care Index;



	8.
	build
the Company's treasury to over US$50 million;



	9.
	increase
the Company's US institutional investor base to a 30% ratio;



	10.
	increasing
the Company's European investor base to a 10% ratio; and



	11.
	other
objectives to be agreed by both parties. 


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QuickLinks



EXHIBIT 4.7



Schedule "A" Duties and Responsibilities of the Chief Financial Officer (CFO)

Schedule "B" Objectives for the First Two Years of Employment