<PAGE>

     EXHIBIT 10.7

                                  DOUGLAS ELLIS

                              CONTRACT FOR SERVICES

         THIS SERVICES AGREEMENT (the "Agreement") is made and entered into this
1st day of May, 2003, by and between International Absorbents, Inc., a British
Columbia corporation (the "Company"), and Douglas Ellis operating under the firm
name and style of Current Systems, an individual proprietorship which is
resident in the Province of British Columbia, Canada, and Current Systems offers
expertise and services to International Absorbents, Inc.

                                   WITNESSETH:

         WHEREAS Current Systems has knowledge in the manufacture, sales,
marketing, and management of specialty fiber products businesses and has a
desire to offers this expertise as a services to the Company.

         WHEREAS, the Company desires to retain this expertise through Current
Systems, and the Current systems desires to be retained by the Company for the
term of this Agreement and each wants the terms and conditions as set out
herein;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the Company and the Executive,
intending to be legally bound, hereby agree as follows:

1.       CONTRACT TERMS. The Company hereby retains the Current Systems and
Current Systems accepts the assignment and agrees to provide expertise and
guidance to the Company, subject always to such resolutions as are established
from time to time by the Board of Directors of the Company, for the period and
upon the other terms and conditions set forth in this Agreement.

2.       TERM. The term of the services commitment hereunder shall be for a
period of two (2) years, commencing on the date of this Agreement. The term of
the services agreement hereunder is not subject to earlier termination for any
reason without the full pay out of all fees due through the end of the full
contract term.

3.       EXPENSES. In accordance with the Company's policies established from
time to time, the Company will pay or reimburse Current Systems all reasonable
and necessary out-of-pocket expenses incurred by him in the performance of his
services under this Agreement, subject to the presentment of appropriate
vouchers.

4.       COMPENSATION AND PAYMENT. The Company agrees to pay Current Systems
$2,500.00 (twenty five hundred dollars) per month 24 (twenty four) consecutive
months through the term of this contract. All payments required to be made by
the Company to Current Systems pursuant to this Section 4 and shall be paid in
full on or before the last day of each month.

5.       DISABILITY. The Company agrees that should the businessman Doug Ellis
become incapacitated, and totally disabled to such an extent that he is not able
to perform the services to provided under this Agreement, the Company agrees to
continue paying Current Systems for the term then remaining but no further sums.

6.       NON COMPETITION. Current Systems agrees that during the term of this
Agreement, he will not, directly or indirectly, assist or encourage any other
person in carrying out, directly or indirectly, any activity that would be
prohibited by the above provisions of this Section, if such activity were
carried out by the Current Systems, either directly or indirectly, and in
particular the Current Systems agrees that he will not, directly or indirectly,
induce any employee of the Company to carry out, directly or indirectly, any
such activity.

7.       TERMINATION WITHOUT CAUSE. The Company may terminate Current Systems
services without cause upon written notice to the Current Systems subject to
conditions of clause #222.

8.       BREACH OF CONTRACT FOR LACK OF PAYMENT. If full payment is not made
within thirty days of the due date Current Systems shall notify the Company in
writing and the Company shall have three working days to make full payment. If
full payment is not made by the end of this period then the company shall be in
breach of contract and this agreement will be considered to be terminated by the
Company without cause and Current Systems shall be entitled to full
compensation.

<PAGE>

9.       ASSIGNMENT. This Agreement shall not be assignable, in whole or in part
by either party.

10.      INDEMNIFICATION. The Company shall indemnify Current Systems as
provided in the Company's Bylaws.

11.      GOVERNING LAW. This Agreement is made under and shall be governed by
and construed in accordance with the laws of the Province of British Columbia.

         11.1 AMENDMENTS. No amendment or modification of this Agreement shall
         be deemed effective unless made in writing signed by the parties
         hereto.

         11.2 NO WAIVER. No term or condition of this Agreement shall be deemed
         to have been waived nor shall there be any estoppel to enforce any
         provisions of this Agreement, except by a statement in writing signed
         by the party against whom enforcement of the waiver or estoppel is
         sought. Any written waiver shall not be deemed a continuing waiver
         unless specifically stated, shall operate only as to the specific term
         or condition waived and shall not constitute a waiver of such term or
         condition for the future or as to any act other than that specifically
         waived.

         11.3 SEVERABILITY. To the extent any provision of this Agreement shall
         be invalid or unenforceable, it shall be considered deleted here from
         and the remainder of such provision and of this Agreement shall be
         unaffected and shall continue in full force and effect. In furtherance
         and not in limitation of the foregoing, should the duration or
         geographical extent of, or business activities covered by any provision
         of this Agreement be in excess of that which is valid and enforceable
         under applicable law, then such provision shall be construed to cover
         only that duration, extent or activities which may validly and
         enforceable be covered. Current Systems acknowledges the uncertainty of
         the law in this respect and expressly stipulates that this Agreement
         shall be given the construction which renders its provisions valid and
         enforceable to the maximum extent (not exceeding its express terms)
         possible under applicable law.

         11.4 SURVIVAL. Sections 2 and 4 shall survive termination of this
         Agreement.

         11.5 ENTIRE AGREEMENT. This Agreement constitutes the entire
         understanding and agreement between Current Systems and Company with
         respect to the transactions contemplated herein and supersedes any and
         all prior or contemporaneous oral or written communications with
         respect to the subject matter hereof, all of which are merged herein.
         It is expressly understood and agreed that, there being no expectations
         to the contrary between the parties hereto no usage of trade or other
         regular practice or method of dealing between the parties hereto shall
         be used to modify, interpret, supplement or alter in any manner the
         express terms of this Agreement or any part hereof. This Agreement
         shall not be modified, amended or in any way altered except by an
         instrument in writing signed by both of the parties hereto.

IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of
the day and year set forth above.

INTERNATIONAL ABSORBENTS, INC.

By: /s/ GORDON L. ELLIS
   ----------------------------

Title: President

By: /s/ DOUGLAS ELLIS
   ----------------------------
DOUGLAS ELLIS

<PAGE>

                                  EXHIBIT 10.8

                                  SHAWN DOOLEY

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 18th
day of December, 2003, and by and between Absorption Corp., a Nevada Corporation
(the "Company"), and Shawn Dooley, and individual resident of the State of
Washington, USA (the "Executive").

                                   WITNESSETH:

WHEREAS, the Executive has heretofore been serving as Vice President for Sales
and Marketing of the Company and has the experience to provide services;

WHEREAS, the Company desires to retain the services of the executive, and the
Executive desires to be employed by the Company for the term of this Agreement
and each wants the terms and conditions as set out herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, the Company and the Executive, intending to be
legally bound, hereby agree as follows:

1.       EMPLOYMENT

         The Company hereby employs the Executive as Vice President for Sales
         and Marketing and the Executive accepts such employment and agrees to
         perform services for the Company, subject always to such resolutions as
         are established from time to time by the Board of Directors of the
         Company, for the period and upon the other terms and conditions set
         forth in this Agreement.

2.       RETIREMENT

         It is further understood that at the age of 60 years the contract shall
         be renewable each year automatically if neither party gives 90 days
         written notice to the other of their intention to terminate this
         agreement. The term of the Executive's employment hereunder is subject
         to earlier termination as hereafter specified save and except that
         there will be no severance pay or benefits that extends beyond the age
         of 65 years.

3.       POSITION AND DUTIES

         3.1      SERVICE WITH THE COMPANY

                  During the term of this Agreement, the Executive agrees to
                  perform the duties of the Vice President for Sales and
                  Marketing including such executive employment duties as the
                  Company's Board of Directors (the "Board") shall assign to him
                  from time to time, and is customary for a similar position
                  within the Company's industry.

         3.2      NO CONFLICTING DUTIES

                  During the term hereof, the Executive shall devote his time,
                  effort and skill to the operation of the Company, and will
                  offer any directly relevant business opportunity he encounters
                  to the Company. The Executive hereby confirms that he is under
                  no contractual commitments inconsistent with his obligations
                  set forth in this Agreement, and that during the term of this
                  Agreement, he will not render or perform services, or enter
                  into any contract to do so, for any other corporation, firm,
                  entity or person which are inconsistent with the provisions of
                  this Agreement.

<PAGE>

4.       COMPENSATION

         4.1      BASE SALARY

                  As compensation for all services to be rendered by the
                  Executive under this Agreement, the Company shall pay to the
                  Executive a base annual salary of $10,000.00 per month (the
                  "Base Salary") which shall be paid commencing on February 1,
                  2002 on a regular basis in accordance with the Company's
                  normal payroll procedures and policies together with all the
                  Company's benefits.

         4.2      BONUS

                  The Board of Directors of the Corporation shall set and
                  determine each year how bonuses will be awarded based on a
                  criteria agreed to by the Executive and the corporation. The
                  bonus to be distributed will be determined by the Compensation
                  Committee in consultation with such persons as are necessary
                  as soon as possible after the financial results from the year
                  are available. It will be based primarily upon the target
                  criteria as set at the beginning of the fiscal year.

         4.3      STOCK OPTIONS

                  The Company agrees to maintain a stock option and/or a stock
                  plan which provides for shares under the rules and policies of
                  the applicable governing securities exchange rules for the
                  stock of International Absorbents, the Company's parent
                  company. Such options and/or stock shall be offered at the
                  lowest price as options and/or stock are issued to any other
                  Executives at that time.

         4.4      PARTICIPATION IN BENEFIT PLANS

                  The Executive shall be included to the extent eligible
                  thereunder in any and all plans of the Company providing
                  general benefits for the Company's Executives, including but
                  not limited to Group Life Insurance, Hospitalization,
                  Disability, Medical, Dental, Pension, Profit Sharing, Savings
                  and Stock Bonus Plans. The Executive's participation in any
                  such plan or program shall be subject to the provisions, rules
                  and regulation applicable thereto. If for any reason the
                  Executive cannot participate in such program, his compensation
                  will be adjusted in the cash equivalent.

         4.5      EXPENSES

                  In accordance with the Company's policies established from
                  time to time, the Company will pay or reimburse the Executive
                  for all reasonable and necessary out-of-pocket expenses on a
                  basis consistent with prior practice incurred by him in the
                  performance of his duties under this Agreement, subject to the
                  presentment of appropriate vouchers.

         4.6      VACATION TIME

                  Executive shall be entitled to take paid vacation time of up
                  to four (4) weeks per year, in addition to the normal holidays
                  when the business is closed.

5.       COMPENSATION UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT

         The Executive commenced working with the company on August 11, 1992 and
         has been continuously employed to this date.

<PAGE>

         5.1      SEVERANCE WAGES

                  The Executive is to receive severance compensation and
                  benefits under the terms of this Agreement, the compensation
                  and bonus shall be defined as 2 months per year up to 24
                  months calculated from the date the Executive started his
                  employment with the Company with a minimum of 6 months salary
                  as defined in Section 4 of this Agreement and any amendment to
                  this Agreement as approved by the parties. The bonus
                  calculation shall be based on the previous 2 year average.

         5.2      SEVERANCE BENEFITS

                  In the event of termination of the Executive and his
                  entitlement to severance wages is provided in 5.1. The
                  Executive shall be entitled to receive the same severance
                  benefits that went along with his salary for the length of
                  time set out in paragraph 5.1.

         5.3      DISABILITY BENEFITS

                  In the event the Executive is terminated pursuant to Section
                  8.1 (disability) and is entitled to receive benefits from a
                  plan to which the Company contributed and such disability
                  benefits cease prior to the time set out in paragraph 5.1.
                  Then the Company will continue to pay the Executive his salary
                  for the balance of the time remaining as set out in 5.1
                  together with his benefits that may still be applicable and
                  not being covered by the disability insurance. If the
                  benefits are not covered in the disability plan or the
                  disability plan term has run out prior to the time set out in
                  5.1 then the Company will pay the same directly to the
                  Executive or pursuant to the Executive's direction to the
                  provider of such coverage. Any options shall continue until
                  they expire or such shorter period of time as is required
                  under securities legislation in Washington State and The
                  United States of America.

         5.4      SEVERANCE ON DEATH.

                  In the event the Executive's employment is terminated pursuant
                  to Section 8.2 (death), the Executive's beneficiary or a
                  beneficiary designated by the Executive in writing to the
                  Company, or in the absence of such beneficiary, the
                  Executive's estate, shall be entitled to receive the Group
                  Life Insurance which are part of the Company benefits and in
                  the absence of any group life insurance or other life
                  insurance benefits contributed to or organized by the Company
                  then the estate of the executive shall receive the amounts set
                  out in 5.1 and those that may be payable to the estate under
                  5.2. Any options shall continue to their expiry date or such
                  shorter period of time as is required under securities
                  legislation in Washington State and The United States of
                  America.

         5.5      SEVERANCE ON TERMINATION FOR CAUSE

                  In the event that the Executive's employment is terminated
                  pursuant to Sections 8.3 (termination for cause), then he
                  shall not be entitled to any compensation other than his
                  current Base Salary which has accrued and any benefits set out
                  in 5.2 calculated only to the date of termination. In the
                  event that Executive's employment is terminated pursuant to
                  Section 8.4 (resignation), he shall be entitled to his then
                  current Base Salary, any benefits to the date of termination
                  only and any bonus, if such, is accrued or calculated monthly
                  through to the date of termination.

         5.6      SEVERANCE ON TERMINATION WITHOUT CAUSE

                  In the event the Executive is terminated by the Company
                  pursuant to Section 8.5 (Termination without Cause), the
                  Executive shall receive severance as defined in Section 5 of
                  this Agreement.

<PAGE>

         5.7      PAYMENT OF SEVERANCE

                  All payments required to be made by the Company to the
                  Executive pursuant to this Section 5 shall be paid in the
                  manner and at the times specified in Section 4.1 hereof. Any
                  notice given to the Executive pursuant to Section 8 shall be
                  counted as part of the time calculated and the payments of
                  benefits.

6.       CONFIDENTIALITY INFORMATION.

         Except as permitted or directed by the Company's Board, the Executive
         shall not during the term of his employment under this Agreement or at
         any time thereafter divulge, furnish, disclose or make accessible
         (other than in the ordinary course of the business of the Company) to
         anyone for use in any way, any confidential or secret knowledge or
         information of the Company which the Executive has acquired or become
         acquainted with or will acquire or become acquainted with during the
         period of his employment by the Company (including employment by the
         Company prior to the date of this Agreement), whether developed by
         himself or by others, concerning any trade secrets, confidential or
         secret designs, processes, formulae, software or computer programs,
         plans, devices or material (whether or not patented or patentable,
         copyrighted or copyrightable) directly or indirectly useful in any
         aspect of the business of the Company, any confidential customer or
         supplier lists of the Company, any confidential or secret development
         or research work of the Company, price lists, know how, forecasts, or
         any other confidential, secret or non-public aspects of the business of
         the Company. The Executive acknowledges that the above-described
         knowledge or information constitutes a unique and valuable asset of the
         Company acquired a great time and expense by the Company, and that any
         disclosure or other use of such knowledge or information other than for
         the sole benefit of the Company would be wrongful and would cause
         irreparable harm to the Company. Both during and after the term of this
         Agreement, the Executive will refrain form any acts or omissions that
         would reduce the value of the use of such knowledge or information to
         the Company. The foregoing obligations of confidentiality, however,
         shall not apply to any knowledge or information which is now published
         or which subsequently becomes generally publicly known, other that as
         direct or indirect result of the breach of this Agreement by the
         Executive.

7.       NON COMPETITION

         The Executive agrees that during the term of this Agreement, he will
         not, directly of indirectly, assist or encourage any other person in
         carrying out, directly or indirectly, any activity that would be
         prohibited by the above provisions of this Section, if such activity
         were carried out by the Executive, either directly or indirectly, and
         in particular the Executive agrees that he will not, directly or
         indirectly, induce any employee of the Company to carry out, directly
         or indirectly, any such activity.

         7.1      The Executive agrees not to directly or indirectly or
                  otherwise assist, encourage any person to be involved in any
                  manner to invest or promote any business or activity of a
                  similar nature if the Executive has terminated this Agreement
                  pursuant to Sections 8.1, 8.4 or 8.6 of this Agreement for a
                  period of ONE (1) YEAR or for the length of the severance pay,
                  whichever is the longer, from the date of termination.

8.       TERMINATION

         8.1      DISABILITY

                  The Executive's employment shall terminate upon the
                  Executive's becoming totally or permanently disabled for a
                  period of six (6) months or more for purposes of this
                  Agreement, the term "totally or permanently disabled" or
                  "total or permanent disability" means Executive's inability on
                  account of sickness or accident whether or not job-related, to
                  engage in regularly or to perform adequately his assigned
                  duties under this Agreement. The Board of Directors shall
                  determine, acting reasonably and bona fide, whether the
                  Executive can engage in regularly or perform adequately his
                  assigned duties using

<PAGE>

                  the reports of doctors and such other information as may be
                  helpful. The Board may seek such advice as it deems necessary
                  to make such determination.

         8.2      DEATH OF EXECUTIVE

                  The Executive's employment shall terminate immediately upon
                  the death of the Executive

         8.3      TERMINATION FOR CAUSE

                  The Company may terminate the Executive's employment at any
                  time for "Cause" (as hereinafter defined) immediately upon
                  written notice to Executive. Such written notice shall set
                  forth with reasonable specificity the Company's basis for such
                  termination. As used herein, the term "Cause" shall mean that
                  the Executive shall have (i) reasonable judgment of the Board
                  of Directors committed a criminal act or an act of fraud,
                  embezzlement, breach of trust or other act of gross
                  misconduct, (ii) willfully violated written corporate policy
                  or rules of the Company, (iii) in the reasonable judgment of
                  the Board of Directors, has willfully refused to follow the
                  reasonable written directions given by the Board of Directors
                  from time to time or breached any covenant or obligation under
                  this Agreement or other agreement with the Company or (iv) has
                  acted in such a manner that his actions constitute gross
                  dereliction of his duties as set out by the Company from time
                  to time.

         8.4      RESIGNATION

                  The Executive's employment shall be terminated on the earlier
                  of the date that is one (1) month following the written
                  submission of the Executive's resignation to the Board or the
                  earlier date such resignation is accepted by the Board.

         8.5      TERMINATION WITHOUT CAUSE

                  The Company may terminate the Executive's employment without
                  cause upon written notice to the Executive. Termination
                  "without cause" shall mean termination of employment on any
                  basis other than termination of Executive's employment
                  hereunder pursuant to Sections 8.1, 8.2. 8.3 or 8.4. Notice by
                  the Company that this Agreement shall not be renewed as
                  defined in Section 2 herein, shall be defined as termination
                  without cause entitling the Executive to compensation as
                  defined in Section 5.1 and 5.2 and with the further proviso
                  that an y severance and benefits shall cease as set out in
                  sections 5.1 and 5.2 or at age 65 whichever occurs first..

         8.6      SALE OF COMPANY OR INTERNATIONAL ABSORBENTS INC.. Should the
                  Company's assets be sold or more than 51% of the capital stock
                  of the Company be sold or should the control of International
                  Absorbents Inc. (the owner of 100% of the issued and out
                  standing shares of the Company) change such that sixty (60 %)
                  percent of the then present Board changes and not because of
                  retirement, incapacity, sickness or voluntary resignation
                  causing a change in management practice of the Company then
                  the Executive shall be entitled to receive all options or
                  stock grants made subject to the provisions of the option plan
                  or stock grant plan in force with the Company at the time and
                  any additional incentive packages granted, but which have not
                  vested immediately upon the sale of the Company or change of
                  control being completed and all such compensation shall be
                  dealt with in the same manner as for all other Executives of
                  the Company, unless such Executive has different terms to
                  his/her contract.

                  Should the management change the Executive's duties or make
                  the execution of the duties such that the Executive would have
                  the right to claim constructive dismissal then the executive
                  shall have the right to claim severance as if he had been
                  terminated without cause. Should the Executive be successful
                  in such claim then the Executive shall be entitled to all
                  reasonable lawyer's costs and disbursements that he has
                  incurred in prosecuting such suit including any other costs
                  that were necessary.

<PAGE>

         8.7      SURRENDER OF RECORDS AND PROPERTY

                  Upon termination of his employment with the Company, the
                  Executive shall deliver promptly to the Company all records,
                  manuals, books, blank forms, documents, letters, memoranda,
                  notes, notebooks, reports, data, tables, calculations or
                  copies thereof, which are the property of the Company and
                  which relate in any way to the business, products, practices
                  or techniques of the Company, and all other property, trade
                  secrets and confidential information of the Company,
                  including, but not limited to, all documents which in whole or
                  in part contain any trade secrets or confidential information
                  of the Company, which in any of these cases are in his
                  possession or under his control.

9.       ASSIGNMENT

         This Agreement shall not be assignable, in whole or in part, by either
         party without the written consent of both parties, except for a Change
         in Control as defined in Paragraph 8.6. Upon such assignment by the
         Company, the Company shall obtain the Assignees' written agreement
         enforceable by Executive to assume and perform, from and after the date
         of such assignment the terms, conditions and provisions imposed by the
         Agreement upon the Company. After any such assignment by the Company
         and such written agreement by the Assignee, the Company shall be
         discharged from all further liability hereunder and such assignee shall
         thereafter be deemed to be the Company for the purposes of all
         provisions of this Agreement including the Section 9. It is agreed by
         both parties to this Agreement that in the case of a change of control
         of the Company as defined in Section 8.6 of this Agreement, that this
         Agreement shall be automatically assigned to the new controlling
         entity.

10.      INDEMNIFICATION

         The Company shall indemnify Executive as provided in the Company's
         Bylaws.

         10.1     DIRECTORS AND OFFICERS INSURANCE

                  The Company shall maintain Directors and Officers insurance as
                  decided by the Board of Directors from time to time required
                  to protect the Executive from claims made against him as a
                  result of his duties and performance of his employment with
                  the Company.

11.      GENERAL PROVISIONS

         11.1     GOVERNING LAW

                  This Agreement is made under and shall be governed by and
                  construed in accordance with the laws of the State of
                  Washington.

         11.2     WITHHOLDING TAXES

                  The Company may withhold from any benefits payable under this
                  Agreement all federal, provincial, state, city or other taxes
                  as shall be required pursuant to any law or governmental
                  regulation or ruling.

         11.3     AMENDMENTS

                  No amendment of modification of this Agreement shall be deemed
                  effective unless made in writing signed by the parties hereto.

         11.4     NO WAIVER

                  No term or condition of this Agreement shall be deemed to have
                  been waived nor shall there be any estoppel to enforce any
                  provisions of this Agreement, except by a statement in writing
                  signed by the party against whom enforcement of the waiver or
                  estoppel is sought. Any written waiver shall not be deemed a
                  continuing waiver unless specifically stated, shall operate
                  only as to the specific term or condition waived and shall not
                  constitute a waiver of such term or condition for the future
                  or as to any act other than that specifically waived.

<PAGE>

         11.5     SEVERABILITY

                  To the extent any provision of this Agreement shall be invalid
                  or unenforceable, it shall be considered deleted here from and
                  the remainder of such provision and of this Agreement shall be
                  unaffected and shall continue in full force and effect. In
                  futherance and not in limitation of the foregoing, should the
                  duration or geographical extent of, or business activities
                  covered by any provision of this Agreement be in excess of
                  that which is valid and enforceable under applicable law, then
                  such provision shall be construed to cover only that duration,
                  extent or activities which may validly and enforceably be
                  covered. The Executive acknowledges the uncertainty of the law
                  in this respect and expressly stipulated that this Agreement
                  shall be given the construction which renders its provisions
                  valid and enforceably to the maximum extent (not exceeding its
                  express terms) possible under applicable law.

         11.6     SURVIVAL

                  Sections 6, 7, 8.7 and 9 shall survive termination of this
                  Agreement.

         11.7     ENTIRE AGREEMENT

                  This Agreement constitutes the entire understanding and
                  agreement between Executive and Company with respect to the
                  transactions contemplated herein and supersedes any and all
                  prior or contemporaneous oral or written communications with
                  respect to the subject matter hereof, all of which are merged
                  herein. It is expressly understood and agreed that, there
                  being no expectations to the contrary between the parties
                  hereto no usage of trade or other regular practice or method
                  of dealing between the parties hereto shall be used to modify,
                  interpret, supplement or alter in any manner the express terms
                  of this Agreement or any part hereof. This Agreement shall not
                  be modified, amended or in any way altered except by an
                  instrument in writing signed by both of the parties hereto.

IN WITNESS WHEREOF, the parties have executed and sealed this Agreement as of
the day and year set forth above.

ABSORPTION CORP

BY: /s/ GORDON L. ELLIS
----------------------------
Title: Chairman

SHAWN DOOLEY

/s/ SHAWN DOOLEY
----------------------------

ATTEST:

____________________________