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|Tony Giuliano       | October 4, 2010
|------------------- | ---------------
|630-44thAvenue      |                
|Lachine, Quebec H8T |                

Dear Tony,

I am pleased to invite you to become a full-time employee of
SAND Technology Inc. (SAND) with a scheduled start date on October 4, 2010.

The following defines the conditions of this offer:

| | 1. | The position being offered to you is Chief Financial
      Officer of SAND Technology Inc. Your duties will involve the following
      areas:
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| | a. | To successfully install and manage all financial control
      systems for the corporation.                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------
| | b. | To supervise on a daily basis all personnel and
      subcontractors who are involved in the finance and accounting
      functions.
| | c. | Preparation of all financial management and audit reports
      on a timely basis.                                                  
| | d. | To review all sales contracts prior to signature and
      determine proper revenue recognition.                                    
| | e. | Provide input to the financial direction of the company
      with a key focus on raising capital.                                  
| | f. | To recruit and train appropriate personnel to meet
      mutually agreed upon staffing levels.                                      

| |    | You will report directly to me, however your reporting
      structure will be subject to change from time to time depending on the
      requirements of the business.                                                                                                                                                                                                                                                                
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2. | During the term of your employment with SAND, you will
      devote your full time, skill and attention to your duties and
      responsibilities. You shall perform them faithfully, diligently and
      competently. You shall use your best efforts to further the business of
      SAND and its affilitates.                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3. | Your basic salary will be $120,000 per year, paid every
      two weeks. A formal review will occur annually, on or about your
      anniversary of joining. Additionally you will have a discretionary bonus
      with the minimum amount being $35,000 if the company revenues meet or
      exceed $9,500,000 for the fiscal year end 2011. Bonus structure in future
      years will be set at the annual performance evaluation.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 4. | You will receive 50,000 zero strike options on December
      31, 2010 and 50,000 zero strike options on December 31, 2011. In the event
      of an acquisition or other similar significant corporate event these
      options will vest immediately.                                                                                                                                                                               

| | 5. | You will be entitled to receive SANDs employment related
      benefits made available to other employees to the full extent of your
      eligibility under terms of the insurance contracts pursuant to which
      benefits are provided.                                                                                                                                                                                                                                                                                      
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In particular, you shall be permitted, to the extent
      eligible, to participate in any group life hospitalization or disability
      insurance plan, health plan, or similar benefit plan of SAND that may be
      available to other comparable employees generally on the same terms as
      such other employees. Participation in any such plan shall be consistent
      with your rate of Compensation to the extent that compensation is a
      determinative factor with respect to coverage under any such
  plan.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 6. | You will be entitled to three weeks vacation annually.
      Other than to the minimum extent required by the Employment Standards Act,
      of Quebec, (ESA) SAND follows a use or lose vacation policy, so it is
      important that you both schedule and take your vacation each year. The
      period between Christmas & New Year are considered mandatory vacation
      days for all SAND Employees with specific exceptions in the development
      and product support Areas.                                      

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| | 7. | Pre-approved business expenses and reasonable living
      expenses associated with your stays away from home on behalf of SAND,
      incurred by you will be reimbursed according to SANDs expense
      reimbursement policy. All air travel must be approved in advance and is
      typically arranged by the Corporate Headquarters.
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| | 8. | You will be required to execute an Employee Confidential
      and Copyright form, which basically defines your responsibilities to
      protect SAND confidential information and assign all inventions and
      copyrights during your employment to SAND.                                                                             

Tony, we are pleased about having you as a part of the SAND
team, and I am looking forward to help unlock the tremendous potential
available. Please acknowledge acceptance of this offer by signing and returning
the enclosed copy of this letter together with Addendum A. SAND and you shall
undertake to promptly prepare and execute all of the documents and agreements as
are reasonably and necessary to carry out the intentions expressed herein.

I very much look forward to working with you.

Sincerely,

Thomas M. ODonnell CEO SAND Technology Inc.

Accepted on this ______day of October 4, 2010.

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