exh10_1.htm


    Exhibit 10.1

      THIS
        AGREEMENT CREATES IMPORTANT OBLIGATIONS

      THATARE
        BINDING, PLEASE READ IT IN FULL BEFORE YOU

      SIGN
        IT.

      


      


      


      


      


      


      EMPLOYMENT
        AGREEMENT

      AND

      CONFIDENTIAL
        INFORMATION, ASSIGNMENT OF INVENTIONS

      AND
        NON-COMPETITION AGREEMENT

      


      


      


      


      BETWEEN

      


      


      CRAIG
        THOMSON, of 4787 Amblewood Drive,

      Victoria,
        BC  V8Y 2S2

      


      AND

      


      


      BEANSTREAM
        INTERNET COMMERCE INC., of

      302-2659
        Douglas St, Victoria, BC  V8T 4M3

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EMPLOYMENT
        AGREEMENT

      AND

      CONFIDENTIAL
        INFORMATION, ASSIGNMENT OF INVENTIONS

      AND
        NON-COMPETITION AGREEMENT

      


      This
        Agreement is effective as of  1 December, 2006  (the
"Effective Date")

      


      BETWEEN:

      BEANSTREAM
        INTERNET COMMERCE INC., of

      302-2659
        Douglas St, Victoria, BC  V8T 4M3

      


      (“Beanstream”)

      


      AND:

      CRAIG
        THOMSON, of 4787 Amblewood Drive,

      Victoria,
        BC  V8Y 2S2

      


      (the
        “Employee”)

      


      BACKGROUND

      


      
        	
                 

              	
                (A)

              	
                Beanstream
                  wishes to retain the services of the Employee as its President
                  and CEO,
                  and the Employee agrees to provide such services to Beanstream
                  based upon
                  the terms and conditions set out in this
                  Agreement.

              


      

      


      
        	
                 

              	
                (B)

              	
                The
                  Employee acknowledges and
                  recognizes:

              


      

      


      
        	
                 

              	
                (i)

              	
                that Beanstream
                  is engaged in the business of supplying electronic payment processing,
                  risk management and authentication
                  services;

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  importance of protecting Beanstream’s rights to inventions, discoveries,
                  ideas and Confidential Information as defined in this agreement,
                  and any
                  other intellectual property rights;
                  and

              


      

      


       


      
        	
                 

              	
                AGREEMENT

              


      

      


      THEREFORE
        in consideration of the employment of the Employee and for other good and
        valuable consideration which both parties acknowledge is sufficient, Beanstream
        and the Employee agree as follows:

      


      
        	
                 

              	
                1

              	
                DEFINITIONS

              


      

      


      
        	
                 

              	
                1.1

              	
                In
                  this Agreement the following words and phrases shall have the following
                  meanings:

              


      

      


      
        	
                 

              	
                (a)

              	
                "Confidential
                  Information" shall mean all information which is of a
                  confidential or secret nature and which is related to the processing
                  of
                  electronic payments, risk management as it relates to the processing
                  of
                  these payments and electronic authentication services and related
                  processes of Beanstream without limitation includes information
                  relating
                  to Beanstream’s operations, methods of doing business, research and
                  development, formulae, specifications, methods, processes, trade
                  secrets,
                  computer programs, algorithms, finances and other information of
                  a
                  confidential or secret nature but which information does not include
                  (when
                  so proven):

              


      

      


      
        	
                 

              	
                (i)

              	
                information:

              


      

      


      
        	
                 

              	
                (A)

              	
                that
                  is within the public domain at the date of its disclosure to the
                  Employee
                  by Beanstream, or which thereafter enters the public domain through
                  no
                  fault of the Employee (but only after it becomes part of the public
                  domain),

              


      

      
        	
                 

              	
                (B)

              	
                which
                  the Employee can establish was already known to the Employee at
                  the date
                  of its disclosure to the Employee by Beanstream and is not then
                  subject to
                  any third party confidential
                  restrictions;

              


      

      
        	
                 

              	
                (C)

              	
                which,
                  following disclosure by Beanstream to the Employee, is received
                  by the
                  Employee from a third party who the Employee had no reason to believe
                  had
                  obtained that information unlawfully from Beanstream;
                  and

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  general skills and general experience of the Employee gained during
                  the
                  Employee's employment with Beanstream, which the Employee can establish
                  that the Employee could reasonably have been expected to acquire
                  from
                  another company.

              


      

      


      The
        Employee and Beanstream agree that the burden of proving that information,
        skills or experience are not Confidential Information shall be on the party
        asserting such exclusion.

      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                "Duties"
                  are defined in section
                  2.2;

              


      

      


      
        	
                 

              	
                (c)

              	
                "Employment'
                  is defined in section 2.
                  1;

              


      

      


      
        	
                 

              	
                (d)

              	
                "Effective
                  Date" shall mean that date as defined on page
                  1;

              


      

      


      
        	
                 

              	
                (e)

              	
                "Innovations"
                  shall:

              


      

      


      
        	
                 

              	
                (i)

              	
                mean
                  any and all patents, trademarks, trade names, logos, industrial
                  designs,
                  trade secrets, computer programs, algorithms, processes, formulae,
                  data,
                  specialized know-how, improvements, innovations (whether patented
                  or not)
                  and specialized techniques, developed or produced, in all or in
                  part, in
                  the course the Employee's employment with Beanstream, including
                  those
                  Innovations which relate to, or result from, the actual or anticipated
                  business, work, research, or investigations of Beanstream, or in
                  any way
                  result from the use of Beanstream's premises or property;
                  and

              


      

      


      
        	
                 

              	
                (ii)

              	
                not
                  include any information which is proven (by the party asserting
                  such
                  exclusion) to be information which would be excepted from the definition
                  of Confidential Information;

              


      

      


      
        	
                 

              	
                 (f)

              	
                "Public
                  Domain" shall:

              


      

      


      
        	
                 

              	
                (i)

              	
                mean
                  readily accessible to the public in a written publication including
                  over
                  the internet and other forms of
                  media

              


      

      


      
        	
                 

              	
                (g)

              	
                "Salary"
                  is defined in section 3. 1; and

              


      

      


      
        	
                 

              	
                (h)

              	
                "Territory"
                  shall mean the geographical areas of the United States and Canada
                  such
                  geographical areas exist at the date of execution of this
                  Agreement.

              


      

      


      
        	
                2

              	
                EMPLOYMENT

              


      

      


      
        	
                 

              	
                2.1

              	
                Beanstream
                  hereby employs the Employee from the Effective Date on the terms
                  and
                  conditions set out herein, and the Employee accepts such employment
                  (the
                  "Employment").

              


      

      


      
        	
                 

              	
                2.2

              	
                The
                  duties and responsibilities of the Employee shall be those designated
                  by
                  Beanstream from time to time and shall include those detailed in
                  the
                  attached Schedule "A" (the
                  "Duties").

              


      

      


      
        	
                 

              	
                2.3

              	
                The
                  Employee:

              


      

      


      
        	
                 

              	
                (a)

              	
                shall,
                  at all times, perform the Duties in a professional manner and at
                  the
                  location as designated by Beanstream from time to time;
                  and

              


      

      


      
        	
                 

              	
                (b)

              	
                hereby
                  represents and warrants that the Employee has the necessary skills
                  and
                  qualifications to complete the Duties at a level of expertise and
                  diligence which Beanstream could reasonably expect from an employee
                  completing similar duties,and in particular warrants the accuracy
                  and
                  truth of the representations contained in the Employee's written
                  job
                  application, resume, or curriculum
                  vitae.

              


      

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	
                3

              	
                COMPENSATION

              


      

      


      
        	
                3.1

              	
                Provided
                  the Employee's Employment with Beanstream has not been terminated,
                  Beanstream shall pay the Employee a base annual salary of
                  $135,000.00 dollars for full-time employment (the
                  "Salary"), commencing on the Effective
                  Date.

              


      

       

      
        	
                3.2

              	
                The
                  Salary will be paid in bi-weekly instalments on those dates as
                  designated
                  by Beanstream as payments dates.

              


      

      


      
        	
                3.3

              	
                The
                  Employee shall be entitled to participate in the Company group
                  benefits
                  plan. Beanstream may, in its sole and absolute discretion, alter
                  this plan
                  or change insurance carriers.

              


      

      


      
        	
                3.4

              	
                The
                  Employee shall be entitled to such vacation time as is agreed to
                  from time
                  to time by the Employee and Beanstream as being reasonable having
                  regard
                  to the Employee's Duties under this Agreement. Vacation time shall
                  be 15
                  days per year not including statutory
                  holidays.

              


      

      


      
        	
                3.5

              	
                The
                  Employee will be reimbursed for reasonable expense incurred during
                  the
                  course of conducting business for Beanstream. It is agreed that
                  Beanstream
                  will have the final authority to determine the proportion of the
                  Employee's expenses to be
                  reimbursed.

              


      

      


      
        	
                3.6

              	
                The
                  Employee shall be eligible for participation in the Beanstream
                  Stock
                  Option Plan.

              


      

      


      
        	
                3.7

              	
                The
                  Employee shall be entitled to an annual bonus of up to 35% of the
                  base
                  annual salary upon achievement of agreed upon milestones. These
                  milestones
                  shall be determined annually by the Board of Directors in its sole
                  and
                  absolute discretion.

              


      

      


      
        	
                4

              	
                CONFIDENTIAL
                  INFORMATION TO BE KEPT IN
                  CONFIDENCE

              


      

      


      
        	
                4.1

              	
                The
                  Employee acknowledges that the Confidential Information is a special,
                  valuable, and unique proprietary asset of Beanstream and Beanstream
                  acknowledges that the Confidential Information is largely the result
                  of
                  the work of the Employee, either directly or through supervision
                  and
                  direction of other employees.  It is therefore agreed that,
                  during employment and for a period of six months after the employment
                  has
                  ended, the Employee shall.

              


      

      


      
        	
                 

              	
                (a)

              	
                keep
                  in confidence all Confidential
                  Information,

              


      

      
        	
                 

              	
                (b)

              	
                not
                  directly or indirectly use the Confidential Information,
                  and

              


      

      
        	
                 

              	
                (c)

              	
                not
                  directly or indirectly disclose any Confidential Information to
                  any person
                  or entity;except in the course of performing duties as an employee
                  of
                  Beanstream and with the written consent of Beanstream.  It is
                  further agreed that following a one year period after the employment
                  has
                  ended, the Employee shall owe no duties to Beanstream beyond those
                  arising
                  out of those patents, trade marks, industrial designs, copyrights
                  owned or
                  registered in favour of Beanstream,

              


      

      


      
        	
                4.2

              	
                During
                  the Employment, the Employee shall abide by Beanstream's policies
                  and
                  regulations, as established from time to time by the management
                  team, for
                  the protection of the Confidential
                  Information.

              


      

       

      
 

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        	
                4.3

              	
                This
                  prohibition against the Employee's disclosure of Confidential Information
                  includes, but is not limited to, disclosing the fact that any similarity
                  exists between the Confidential Information and the information
                  independently developed by another person or entity, and the Employee
                  understands that such similarity does not excuse the Employee from
                  abiding
                  by the Employee's obligations under this
                  Agreement.

              


      

      


      
        	
                5

              	
                INNOVATIONS
                  PROPERTY OF BEANSTREAM

              


      

      


      
        	
                5.1

              	
                The
                  Employee.

              


      

      


      
        	
                 

              	
                (a)

              	
                acknowledges
                  and agrees that all Innovations, including all domestic and foreign
                  intellectual property rights associated with the Innovations, shall
                  be the
                  sole property of Beanstream (or any other entity designated by
                  Beanstream);

              


      

       

      
        	
                 

              	
                     
                  (b)

              	
                hereby;

              


      

      


      
        	
                 

              	
                (i)

              	
                assigns
                  to Beanstream, the Employee's entire right, title and interest
                  in and to
                  all Innovations., and

              


      

      
        	
                 

              	
                (ii)

              	
                waives
                  any moral rights which may have accrued to the Employee;
                  and

              


      

      


      
        	
                 

              	
                (c)

              	
                shall:

              


      

      


      
        	
                 

              	
                (i)

              	
                co-operate
                  and assist Beanstream, at Beanstream expense, to obtain and maintain
                  for
                  Beanstream's benefit, patents or other forms of intellectual property
                  protection, all of which intellectual property rights shall belong
                  to
                  Beanstream;

              


      

      


      
        	
                 

              	
                (ii)

              	
                execute
                  (or cause to be executed) all documentation as reasonably requested
                  by
                  Beanstream to give effect to this Agreement;
                  and

              


      

      


      
        	
                 

              	
                (iii)

              	
                make
                  and maintain adequate and current written records in the form of
                  notes,
                  sketches, drawings or reports relating to the Innovations, which
                  records
                  shall be, and remain the property of, and available to, Beanstream
                  at all
                  times and be returned to Beanstream upon termination of the Employment
                  except where there is a joint patent or letter of
                  invention.

              


      

      


      
        	
                6

              	
                NON-COMPETITION
                  AND NON-SOLICITATION

              


      

      


      6.1           During
        the period of the Employment by Beanstream and for a period of one year after
        any termination of the Employment, the Employee shall, not.without the prior
        written consent of Beanstream, directly or indirectly do any one or more
        of the
        following in the Territory:

      


      
        	
                 

              	
                (a)

              	
                be
                  retained or employed by, engaged in, assist in any way, or have
                  a
                  financial or other interest in, any business or other entity whose
                  business is, in any way, electronic payment processing, risk management
                  as
                  it relates to this processing, electronic authentication services;
                  or
                  payment risk management services.

              


      

      


      
        	
                 

              	
                (b)

              	
                solicit,
                  entice or persuade any:

              


      

      


      
        	
                 

              	
                (i)

              	
                customer,
                  client, or industry or marketing partner, to cease doing business
                  with
                  Beanstream or to do business with any competitor of Beanstream
                  or

              


      

      


      
        	
                 

              	
                (ii)

              	
                employee,
                  consultant or other retained person of Beanstream to terminate
                  with
                  Beanstream.

              


      

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                6.2

              	
                The
                  Employee and Beanstream agree and confirm
                  that:

              


      

      


      
        	
                 

              	
                (a)

              	
                the
                  provisions of this non-competition and non-solicitation covenant
                  are:

              


      

      


      
        	
                 

              	
                (i)

              	
                necessary
                  and fundamental for the protection of Beanstream's business;
                  and

              


      

      


      
        	
                 

              	
                (ii)

              	
                are
                  reasonable for the parties and are not an absolute restriction
                  on the
                  future ability of the Employee to be employed or conduct
                  business;

              


      

      


      
        	
                 

              	
                (b)

              	
                although
                  Beanstream's business is global in nature, the non-competition
                  and non
                  solicitation covenant has been reduced to the smaller territory
                  of the
                  Territory and that no smaller territory or shorter time period
                  of
                  restriction would be adequate or reasonable to protect Beanstream
                  ;
                  and

              


      

      


      
        	
                6.3

              	
                Provided
                  that the Employee continues to comply with the confidentiality
                  obligations
                  of this Agreement, nothing in this Agreement shall prevent the
                  Employee
                  from:

              


      

      


      
        	
                 

              	
                (a)

              	
                holding,
                  as a passive investor, up to 10% of the outstanding publicly traded
                  shares
                  (or other securities) of any class of any competitive corporation;
                  or

              


      

      


      
        	
                 

              	
                (b)

              	
                after
                  any termination of the Employment, being employed, directly or
                  indirectly,
                  by any company which is not in competition with
                  Beanstream.

              


      

      


      
        	
                6.4

              	
                Subject
                  to subsection 6.5, if the Employee is in doubt as to what activities
                  or
                  entitles would be considered to be in contravention of this
                  non-competition and non-solicitation section, the Employee may
                  request
                  consent from Beanstream to engage in a specific activity or with
                  a certain
                  entity and, without limiting the discretion of Beanstream for the
                  purpose
                  of granting consent, Beanstream may grant consent if the Employee
                  proves
                  to Beanstream that the products offered by the other business or
                  entity do
                  not, or the entity itself does not, directly or indirectly, compete
                  with
                  Beanstream's products, or with Beanstream, and such products do
                  not have
                  similar functional or performance specifications to Beanstream's
                  products.

              


      

      


      
        	
                6.5

              	
                Consent
                  to engage in a specific activity or with a specific entity shall
                  not be
                  considered to be consent to engage in any other activity or with
                  any other
                  entity, unless additional consent is obtained from Beanstream by
                  the
                  Employee.

              


      

      


      
        	
                6.6

              	
                The
                  Employee acknowledges that nothing in this non-competition and
                  non-solicitation section shall limit, in any way, the Employee's
                  obligations of confidentiality under this
                  Agreement.

              


      

       

       

      
 

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      
        	
                7

              	
                EMPLOYEE
                  BOUND BY SEPARATE
                  COVENANTS

              


      

      


      
        	
                7.1

              	
                The
                  Employee and Beanstream agree that the intent of the non-competition
                  and
                  non-solicitation obligations in this Agreement shall be construed
                  as a
                  series of separate covenants, one for each province, state, territory
                  and
                  region of the Territory (individually called a "Separate Covenant",
                  and
                  collectively called the "Separate
                  Covenants").

              


      

      


      
        	
                7.2

              	
                Except
                  for geographical coverage, each Separate Covenant shall be deemed
                  to
                  contain identical provisions, including
                  duration.

              


      

      


      
        	
                7.3

              	
                Each
                  of the
                  parties acknowledges and agrees that the Separate Covenants (and
                  the
                  time and territorial restrictions therein) are reasonably
                  required
                  for the protection of Beanstream and enable the Employee to be
                  employed.

              


      

      


      
        	
                7.4

              	
                If
                  in any judicial proceeding (or other similar proceeding), a Court
                  of
                  competent jurisdiction (or other governing body) shall refuse to
                  enforce
                  any one or more of the Separate Covenants (or any part thereof),
                  then such
                  unenforceable covenant (or part thereof) shall be deemed eliminated
                  from
                  this Agreement only for the purpose of those proceedings and only
                  to the
                  extent necessary to permit the remaining Separate Covenants (or
                  portions
                  thereof) to be enforced.

              


      

      


      
        	
                7.5

              	
                Without
                  limiting section 7.4, but for clarification, in the event that
                  the
                  provisions of this non-competition and non-solicitation clause
                  should ever
                  be determined by a Court (or other similar proceeding) to exceed
                  the time
                  limitations permitted by applicable law, then such provisions shall
                  be
                  reformed to extend to the maximum time permitted by such determining
                  Court
                  and applicable laws applied by such
                  Court.

              


      

      


      
        	
                7.6

              	
                Beanstream
                  and the Employee agree that any modification to this Agreement
                  by a Court
                  (or other governing body) with respect to territorial or time limitation
                  shall not be considered to be a "re-drafting" of this agreement,
                  but
                  merely an interpretation of the explicit terms of this Agreement
                  which
                  show the intent of the parties.  Further, any such modification
                  or interpretation by such a Court shall only apply within the jurisdiction
                  of such Court.

              


      

      


      
        	
                8

              	
                TRADEMARKS

              


      

      


      
        	
                8.1

              	
                Unless
                  otherwise agreed to in writing between Beanstream and the Employee,
                  the
                  Employee shall not make any written use of or reference to Beanstream's
                  name or trademarks (or any name under which Beanstream does business)
                  for
                  any marketing, public relations, advertising, display or other
                  business
                  purpose or make any use of Beanstream's facilities for any activity
                  unrelated to the express business purposes and interests of Beanstream
                  under this Agreement, without the prior written consent of Beanstream,
                  which consent may be withheld or granted in Beanstream's sole and
                  absolute
                  discretion.

              


      

       

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                9

              	
                TERMINATION

              


      

      


      
        	
                9.1

              	
                The
                  Employment under this Agreement may be terminated by the Employee
                  or by
                  Beanstream, at any time, upon notice in writing to the other party,
                  provided that such notice complies with the then existent statutory
                  notice
                  requirements in British Columbia,

              


      

      


      
        	
                9.2

              	
                The
                  Employee and Beanstream acknowledge that the Employment may be
                  terminated
                  pursuant to this Agreement but any such termination shall not terminate
                  this Agreement.  For clarification, but without limitation, the
                  Employee acknowledges that Sections 4, 5, 6, 7, 8, 10, 11, and
                  12 of this
                  Agreement remain binding on the Employee upon any termination of
                  the
                  Employment.

              


      

      


      
        	
                9.3

              	
                Notwithstanding
                  section 9.1, if Beanstream gives the Employee notice of termination
                  without cause, Beanstream hereby agrees to pay to the Employee
                  an amount
                  equal to six months of the then existing annual salary of the Employee,
                  regardless of the amount of notice actually given to the employee
                  pursuant
                  to statute and regardless of the amount of time worked by the Employee
                  after such notice is so given by Beanstream, except in the case
                  of a
                  merger or acquisition of Beanstream in which case the equivalent
                  of one
                  year of their existing salary should be paid in lieu of
                  notice.  The Employee hereby agrees that any amount due and
                  payable to the Employee pursuant to section 9.1 shall be included,
                  and not
                  in addition, to the amount payable pursuant to this section
                  9.3.

              


      

      


      
        	
                10

              	
                RETURN
                  MATERIALS AT TERMINATION

              


      

      


      
        	
                10.1

              	
                In
                  the event of any termination of this Employment the Employee
                  shall:

              


      

      


      
        	
                 

              	
                (a)

              	
                promptly
                  deliver to Beanstream, all documents, data, records, and other
                  information
                  relating in any way to the Employee's employment, including all
                  Confidential Information; and

              


      

      


      
        	
                 

              	
                (b)

              	
                not
                  retain any documents or data, or any reproduction or excerpt of
                  any
                  documents or data, containing or pertaining to any Confidential
                  Information.

              


      

      


      11           INJUNCTION

      


      
        	
                11.1

              	
                The
                  Employee agrees that:

              


      

      


      
        	
                 

              	
                (a)

              	
                it
                  would be difficult to measure damage to Beanstream from any breach
                  by the
                  Employee of the promises set forth in sections 4, 5, 6, 7, 8, 10,
                  and 12
                  herein;

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  injury to Beanstream from any such breach would be impossible to
                  calculate; and

              


      

      


      
        	
                 

              	
                (c)

              	
                that
                  money damages would therefore be inadequate remedy for such
                  breach.

              


      

      


      
        	
                11.2

              	
                Accordingly,
                  the Employee agrees that if the Employee breaches any provisions of
                  sections 4, 5, 6, 7, 8, 10, and 12, Beanstream shall be entitled,
                  in
                  addition to all other remedies it may have, to an injunction or
                  other
                  appropriate order to remain any breach or continuation of such
                  breach by
                  the Employee, without Beanstream being required to show or prove
                  any
                  actual damage sustained by
                  Beanstream.

              


      

       

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                12

              	
                COMMON
                  LAW OBLIGATIONS OF
                  CONFIDENTIALITY

              


      

      


      
        	
                12.1

              	
                Nothing
                  in this Agreement shall restrict the duty imposed on the Employee
                  by
                  common law to maintain the confidentiality of the Confidential
                  Information.

              


      

      


      
        	
                13

              	
                GENERAL

              


      

      


      
        	
                13.1

              	
                Beanstream
                  shall be entitled to make any deductions from the Salary, which
                  Beanstream
                  is obliged to make pursuant to the Income Tax Act (Canada) (or
                  other
                  similar legislation) prior to paying the Employee the
                  Salary.  Beanstream will forward any amount so deducted to the
                  appropriate government authority.

              


      

      


      
        	
                13.2

              	
                If
                  any provision of this Agreement is wholly or partially declared
                  unenforceable by a Court of competent jurisdiction, for any reason,
                  such
                  unenforceability shall not affect the enforceability of the balance
                  of
                  this Agreement, and all provisions of this Agreement shall, if
                  alternative
                  interpretations are applicable, be construed as to preserve the
                  enforceability hereof, and such unenforceable provision (or part
                  thereof)
                  shall be unenforceable only to the extent determined by such Court
                  and
                  only in the jurisdiction of such
                  Court.

              


      

      


      
        	
                13.3

              	
                The
                  obligations under this Agreement shall be binding upon the Employee
                  whether or not the Employee's employment is terminated for any
                  reason and
                  whether or not for cause.

              


      

      


      
        	
                13.4

              	
                This
                  Agreement constitute the entire agreement of the parties, including
                  the
                  terms with respect to Employee's confidentiality and non-disclosure
                  obligations, and shall only be altered by mutual written agreement
                  of the
                  parties.

              


      

      


      
        	
                13.5

              	
                This
                  Agreement shall be effective from the commencement of the, Employee's
                  employment notwithstanding the date of the execution of this
                  Agreement.

              


      

      


      This
        Agreement shall be governed in accordance with the laws of British Columbia
        and
        the federal laws of Canada applicable therein, and all disputes under this
        Agreement shall be held in a Court of competent jurisdiction in Victoria,
        British Columbia.

      


      
        	
                14.

              	
                SALE
                  OR REDEMPTION OF SHARES

              


      

      


      
        	
                14.1

              	
                In
                  the event that the employment of the Employee is terminated by
                  Beanstream,
                  the Employee may, by notice in writing to Beanstream, elect to
                  sell all or
                  any part of the shares held by the Employee, and if such election
                  is made
                  by the Employee, Beanstream will purchase the shares, on the following
                  terms and conditions:

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  Employee shall make his election to sell within three months of
                  receiving
                  notice of termination.

              


      

      


      
        	
                 

              	
                (b)

              	
                Beanstream
                  shall purchase the shares at the price for which shares were last
                  sold
                  from Treasury.

              


      

      


      
        	
                 

              	
                (c)

              	
                The
                  Employee shall surrender the share certificates on completion of
                  the
                  purchase by Beanstream.

              


      

       

      
 

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      The
        Employee acknowledges that the Employee:

      


      
        	
                 

              	
                (a)

              	
                has
                  had time to review this Agreement;

              


      

      


      
        	
                 

              	
                (b)

              	
                fully
                  understands the contents of this Agreement;
                  and

              


      

      


      
        	
                 

              	
                (c)

              	
                has
                  had the opportunity of obtaining legal advice concerning the
                  Agreement's   interpretation and effect on the
                  Employee.

              


      

      



      In
        witness whereof, the parties execute this Agreement effective the Effective
        Date,

      


      


      
        	 	
                BEANSTREAM
                  INTERNET COMMERCE INC.

              
	 	 
	 	
                PER:
                  Craig Thomson

              
	 	 
	 	
                December
                  1, 2006

              
	 	
                DATE
                  OF EXECUTION

              
	 	 
	 	
                /s/
                  Craig Thomson

              
	 	
                SIGNATURE
                  OF EMPLOYEE

              
	 	 
	 	
                December
                  1, 2006

              
	 	
                DATE

              
	 	 
	 	
                Chris
                  Koide

              
	
                WITNESS
                  AS TO THE SIGNATURE
                  OF THE
                  EMPLOYEE

              	
                WITNESS

              
	 	 
	
                Chris
                  Koide

              	 
	
                NAME

              	 
	 	 
	
                2210
                  Woodhouse Rd.

              	 
	
                ADDRESS

              	 
	
                Victoria
                  BC    V8R 2M7

              	 
	 	 


      

      


      


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      


      APPENDIX
        A

      Job
        Description

      


      The
        role
        of the CEO is to implement the strategic goals of the organization. The CEO
        is
        to provide direction and leadership toward the achievement of the organization’s
        philosophy, mission, strategy, and its annual goals and objectives.

      


      The
        CEO
        reports to the Board of Directors and is responsible for the following major
        functions:

      


      
        	
                 

              	
                1.

              	
                Board
                  administration and support. The CEO supports operations and administration
                  of the Board by advising and informing Board members, interfacing
                  between
                  Board and staff, and supporting the Board’s evaluation of the
                  CEO.

              


      

      


      
        	
                 

              	
                2.

              	
                Program,
                  product and service delivery. The CEO oversees design, marketing,
                  promotion, delivery and quality of programs and services offered
                  by the
                  Company.

              


      

      


      
        	
                 

              	
                3.

              	
                Financial,
                  tax, risk and facilities management. The CEO recommends a strategic
                  plan
                  for yearly Board approval and prudently manages the organizations
                  resources within those guidelines and current laws and
                  regulations.

              


      

      


      
        	
                 

              	
                4.

              	
                Human
                  resources management. The CEO effectively manages the human resources
                  of
                  the organization according to Company policies and procedures that
                  fully
                  conform to BC laws and regulations.

              


      

      


      
        	
                 

              	
                5.

              	
                Community
                  and public relations. The CEO assures the organization and its
                  mission,
                  programs, and services are consistently presented in a strong,
                  positive
                  image to relevant stakeholders.