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COUNTERPATH SOLUTIONS R&D, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENTis dated for reference the 13th day of
September 2007.

BETWEEN

CounterPath Solutions R&D
Inc., a company incorporated under the laws of the Province of British
Columbia and having an office at Suite 300, One Bentall Centre, 505 Burrard
Street, Vancouver, British Columbia, Canada V7X1M3.

(hereinafter referred to as the
"Company")

AND

Donovan Joneshaving an address
for notice at 2266-138A Street, White Rock, British Columbia, Canada V4A9V5.

(hereinafter referred to as the
"Employee")

WHEREAS:

|A. | The Company is principally engaged in the business of
      researching, developing and marketing VoIP/IP Telephony software products
      (the Company's Business"),
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                        
|B. | The Employee has been hired by the Company to work in the
      Company's Business;                                                                                    
|   |                                                                                                                                                                        
|C. | The Employee and the Company wish to enter into this
      Agreement to record the terms of employment between
them;                                                   

NOW THEREFORE THIS AGREEMENT WITNESSESthat for good
consideration, the Company hereby employs the Employee on the following terms
and conditions:

|1. | Term of Employment.Subject to the provisions for
      termination set forth below, the Employee's present employment with the
      Company, pursuant to this Agreement will continue until terminated in
      accordance with this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Salary & Benefits.The Company shall pay the
      Employee a salary of Cdn$15,000per month for the services of the
      Employee, payable at regular payroll periods established by the Company.
      The Employee's salary will be subject to deductions for Income Tax and
      Social Security remittances (collectively the "Government Deductions").
      The Company shall also provide the Employee with (a) extended medical and
      dental insurance coverage as provided to other employees of the Company,
      and (b) participation in a bonus & incentive plan which shall provide
      the Employee the ability to earn up to a 87.5% bonus on his/her salary.
      The plan shall be split in to two components, the Companys objectives and
      the Employees objectives, these objectives shall be mutually agreed to
      between the Company and the Employee.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Duties and Position.The Company will employ the
      Employee in the capacity of President and Chief Operating Officer.
      The Employees duties shall include those commonly associated with
    the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|CounterPath Solutions
      R&D, Inc.
|-------------------------------------
|Employment Agreement                 
|Page 1 of 5                          

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|   | aforesaid capacity. The Employee agrees that his duties may be reasonably modified at the Companys discretion from time to time. The Employee will report to the CEO(hereafter referred to as Manager) and
will comply with all lawful instructions given by his/her Manager.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Policies and Procedures. The Employee shall abide by all policies and procedures defined by the Company in the Employee Orientation Form. These policies and procedures may be updated and changed at any time at the
discretion of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Privacy.The company may monitor and/or review all email, voice mail, Internet browser usage and phone calls when deemed necessary by the Company without prior notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | Devote Full Time to Company.The Employee will use his best efforts to promote the interests of the Company. The Employee will devote full time (unless otherwise agreed to by the Company), attention and energies to the
Company's Business, and during employment with the Company, will not engage in any other business activity, regardless of whether such activity is pursued for profit, gain, or other pecuniary advantage. The Employee is not prohibited from making
personal investments in any other businesses provided those such businesses are not engaged in activities which are or may be competitive with the Company's Business and provided such investments do not require the Employee's active involvement. The
Employee shall not commit or purport to commit the Company to:                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Confidentiality.The Employee will not, during or after the term of his employment, reveal any confidential information or trade secrets of the Company to any person, firm, corporation, or entity. If the Employee reveals or
threatens to reveal any such information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed.
The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee. The Employee
shall promptly sign and deliver the Company's form of Confidentiality and Non-Competition Agreement as a condition of employment.                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8. | Reimbursement of Expenses.The Employee may incur reasonable expenses for furthering the Company's Business, including expenses for entertainment, travel, and similar items. The Employee will obtain prior acceptance of the
expenses from his/her Manager. The Company shall reimburse the Employee for all business expenses after the Employee presents a pre-approved itemized account of expenditures including original receipts, which is approved by his/her Manager pursuant
to Company policy. The Company will also pay to the Employee a bi-monthly allowance (the Bi-Monthly Expense Allowance) of one thousand Canadian dollars (CDN$1,000) (or such higher amount as may from time to time be agreed in writing
by the Company) to offset personal expenses incurred by the Employee. The Bi-Monthly Expense Allowance will be payable at the same time and in the same manner as the Employees salary regardless of the amount of expenses actually incurred by
the Employee.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9. | Vacation.The Employee shall be entitled to a yearly paid vacation of 4weeks and increases as approved by the Company. The Employee shall have due regard to the policies of the Company relating to the scheduling of
vacations and the reasonable directions of his/her Manager.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|CounterPath Solutions
      R&D, Inc.
|-------------------------------------
|Employment Agreement                 
|Page 2 of 5                          

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|10. | Disability.It is understood and agreed that while
      the Employee is entitled to receive payments under any disability
      insurance plan for senior executives of the Company (when established by
      the Company and which disability insurance plan provides payments
      commensurate with his salary set out in Section 2, including a draw
      against his bonus equaling 43.75% of his salary), then the Employee will
      not be entitled during such time, to receive the salary and/or bonus set
      out in Section 2. The Employee's full compensation will be reinstated upon
      the Employee's return to work on a full- time basis.
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | If the Employee is absent from work or is unable to fully
      and effectively perform his duties because of illness or incapacity or for
      any other reason for a continuous period of more than 270 days or for an
      aggregate period of more than 270 days in any period of 365 days, then the
      Employer shall have the option to terminate the Employee's employment upon
      30 days prior written notice.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11. | Termination of Employment by the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 11.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 11.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12. | Termination of Employment by the
  Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|CounterPath Solutions
      R&D, Inc.
|-------------------------------------
|Employment Agreement                 
|Page 3 of 5                          

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to the payment of Severance as set out
in Section 13, which Severance shall be inclusive of any severance that would be
payable pursuant to the provisions of the Employment Standards Act of
British Columbia.

|13. | Severance.Post-termination severance shall be
      paid to the Employee based upon the following schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14. | Death Benefit.If the Employee dies during the
      term of employment, the Company shall pay to the Employee's estate the
      Employee's prevailing salary (in addition to any applicable bonus and/or
      incentive outlined in Section 2(b) with objectives being considered fully
      met), less Government Deductions up to and including the end of the month
      in which death occurred.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15. | Assistance in Litigation.Employee shall upon
      reasonable notice and at the Company's expense, furnish such information
      and proper assistance to the Company as it may reasonably require in
      connection with any litigation in which it is, or may become, a party
      either during or after employment. The Employee may, at its option and at
      the Company's expense, retain a lawyer to attend with the Employee at any
      legal proceedings, which the Company requires the Employee to be present
      at.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16. | Effect on Prior Agreements.This Agreement
      supersedes any prior employment agreement between the Company or any
      predecessor of the Company and the Employee.                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|17. | Settlement by Arbitration.Any controversy or
      claim arising out of or relating to this Agreement, or the breach thereof,
      shall be settled by arbitration administered by the British Columbia
      Arbitration & Mediation Institute in accordance with its Commercial
      Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
      may be entered in any court having jurisdiction thereof.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18. | Severability.If, for any reason, any provision of
      this Agreement is held invalid, all other provisions of this Agreement
      shall remain in effect. If this Agreement is held invalid or cannot he
      enforced, then to the full extent permitted by law any prior agreement
      between the Company (or any predecessor thereof) and the Employee shall be
      deemed reinstated as if this Agreement had not been executed.                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|19. | Assumption of Agreement by Company's Successor and
      Assignees.The Companys rights and obligations under this Agreement
      will endure to the benefit and be binding upon the Companys successors
      and assignees.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|20. | Oral Modifications Not Binding.Oral modifications
      to this Agreement shall have no effect. This Agreement may be modified
      only by a written agreement signed by the party against whom enforcement
      of any waiver, change, modification, extension, or discharge is
    sought.                                                                                                                                                                                                                                            

|CounterPath Solutions
      R&D, Inc.
|-------------------------------------
|Employment Agreement                 
|Page 4 of 5                          

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|21. | Notices.Except as otherwise expressly provided
      herein, any and all notices or demands which must or maybe given hereunder
      or under any other instrument contemplated hereby shall be given by
      delivery in person or by regular mail or by facsimile transmission to the
      parties' respective address set out on the first page of this Agreement.
      All such communications, notices or presentations and demands provided for
      herein shall be deemed to have been delivered when actually delivered in
      person to the respective party, or if mailed, then on the date it would be
      delivered in the ordinary course of mail, or if sent by facsimile
      transmission, on the date of receipt of confirmation that the transmission
      has been received. Any party may change its address hereunder on twenty
      days notice to the other party in compliance with this section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|22. | General.Time will be of the essence hereof. The
      Employee acknowledges and declares that he has been provided with
      sufficient time and opportunity to consider all factors relating to this
      Agreement, has retained, and consulted independent counsel to advise him,
      or in the alternative has elected to waive his right to retain and consult
      independent counsel. He further acknowledges and declares that he has read
      and understands the terms of this Agreement and has signed it voluntarily
      with full awareness of its consequences. This Agreement may not be
      assigned by the Employee without the express written consent of the
      Company. Wherever the singular masculine or neuter is used in this
      Agreement, the same shall be construed as meaning the plural or feminine,
      and visa versa, where the contest or the parties so require. The headings
      used herein are for convenience of reference only and shall not affect the
      interpretation of this Agreement. Facsimile or photostat copies of
      signatures are acceptable and are of the same force and effect as original
      signatures for all intents and purposes. The waiver by either patty of any
      breach of any provision of this Agreement shall not operate or be
      construed as a waiver of any subsequent breach. The provisions of sections
      7 and 17 herein shall survive the termination of the Employee's employment
      and this Agreement. This Agreement may be executed in several
      counterparts, each of which so executed shall be deemed to be an original,
      and such counterparts together shall constitute but one and the same
      instrument. The preambles or recitals hereto are hereby incorporated
      herein and form an integral part of this Agreement. This Agreement shall
      entire to the benefit of the parties hereto and their respective heirs,
      executors, administrators, successors and permitted
  assigns.

IN WITNESS WHEREOFthe parties hereto have duly executed
this agreement as of the date first above written.



|COUNTERPATH SOLUTIONS R&D, INC. | | | DONOVAN JONES               
|------------------------------- | - | ----------------------------
|                                | | |                             
|                                | | |                             
|                                | | |                             
|                                | | |                             
|                                | | |                             
|/s/ Mark Bruk                   | | | /s/ Donovan Jones           
|(Authorized Signature)          | | | Signature of Employee       
|                                | | |                             
|                                | | |                             
|                                | | | /s/
      September 13, 2007
|                                | | | Date Signed                 

|CounterPath Solutions
      R&D, Inc.
|-------------------------------------
|Employment Agreement                 
|Page 5of 5                           

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