exhibit10.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSULTING
AGREEMENT

    


     

    THIS CONSULTING AGREEMENT (the
"Agreement") entered
into on September 30, 2008 and effective as of the 1st day of October,
2008.

    


    BETWEEN

    


    WORDLOGIC
CORPORATION,

    a
corporation under the laws of Nevada having its principal business office at
Suite 2400, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N7 (the
"Company")

    


    AND

    


    JAMES
P. YANO

    2508 Stanford
Way

    Antioch, CA
94531

    


    (the “Consultant”)

    


    WHEREAS:

    


    
      	
              A.

            	
              The Company
      is engaged in the business of research, development, marketing,
      distribution and licensing of software tools for enabling data entry on
      personal computing devices and like devices on a number of different
      platforms and the provision of services in support
  thereof;

            


    

    


    
      	
              B.

            	
              The Company
      wishes to retain Mr. James P. Yano as Chief Operating Officer on the terms
      and subject to the conditions of this Agreement;
  and

            


    

    


    
      	
              C.

            	
              Mr. James P.
      Yano has agreed to provide services as Chief Operating Officer to the
      Company on the terms and subject to the conditions of this
      Agreement.

            


    

    


    


    THIS AGREEMENT WITNESSES
that in
consideration of the premises and mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

    


    
      	
              1.

            	
              ENGAGEMENT

            


    

    


    
      	
              1.1

            	
              The Company
      hereby engages the Consultant to provide services in accordance with the
      terms and subject to the conditions of this Agreement and the
      Consultant  hereby accepts such
  engagement.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              TERM

            


    

    


    
      	
              2.1

            	
              The term of
      the Consultant’s engagement shall commence as of October 1, 2008 and shall
      continue until September 30, 2011.  This Agreement may be
      terminated at any time, by either party, in accordance with Section 8 of
      this Agreement.

            


    

    


    
      	
              3.

            	
              SERVICES

            


    

    


    
      	
              3.1

            	
              The
      Consultant hereby agrees to perform the following services and undertake,
      in addiotion to the duties generally associated with the position of Chief
      Operations Officer, the following responsibilities and duties on behalf of
      the Company (the “Services”):

            


    

    


    
      	
               
      

            	(a)	
                assist
      the Company in the development of its business
  plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              use their
      best efforts to promote the Company’s
products;

            


    

    


    
      	
               
      

            	
              (c)

            	
              identify new
      markets and develop plans for effective market penetration for the
      Company’s products;

            


    

    


    
      	
               
      

            	
              (d)

            	
              coordinate
      with the other member’s of the Company’s executive team on the Company’s
      management and direction;

            


    

    


    
      	
               
      

            	
              (e)

            	
              effectively
      direct and manage the Company by providing leadership, advice, sales
      presentation training, and problem solving, to ensure that corporate goals
      and objectives and achieved and exceeded;
and

            


    

    


    
      	
               
      

            	
               (f)

            	
              develop and
      maintain a progress and performance assessment
  system.

            


    

    


    
      	
              3.2

            	
              The
      Consultant shall devote as much time, attention and energy to the business
      affairs of the Company as may be reasonably necessary for the provision of
      the office of Chief Operations
Officer.

            


    

    


    
      	
              3.3

            	
              In providing
      the Services, the Consultant shall:

            


    

    


    
      	
               
      

            	
              (a)

            	
              comply with
      all applicable federal, provincial, local and foreign statutes, laws and
      regulations;

            


    

    


    
      	
               
      

            	
              (b)

            	
              not make any
      misrepresentation or omit to state any material fact that may result in a
      misrepresentation regarding the business of the Company;
    and

            


    

    


    
      	
               
      

            	
              (c)

            	
              not disclose,
      release or publish any information regarding the Company without its prior
      written consent.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.  RELATIONSHIP
AMONG THE PARTIES

    


    Nothing contained
in this Agreement shall be construed to (i) constitute the parties as joint
venturers, partners, co-owners or otherwise as participants in a joint
undertaking; (ii) constitute the Consultant as an agent, legal representative or
employee of the Company; or (iii) authorize or permit Consultant or any
director, officer, employee, agent or other person acting on its behalf to incur
on behalf of the other party any obligation of any kind, either express or
implied, or do, sign or execute any things, deeds, or documents which may have
the effect of legally binding or obligating the Company in any manner in favour
of any individual, business, trust, unincorporated association, corporation,
partnership, joint venture, limited liability company or other entity of any
kind.  The Company and the Consultant agree that the relationship
among the parties shall be that of independent contractor.

     

    5.  OPTION
TO RENEW AND EXTEND

    


    The parties may
renew and extend this Agreement through written consent.

    


    6.
COMPENSATION

    


    
      	
              6.1

            	
              The
      Consultant will be compensated with a monthly salary of US$18,000, payable
      at the end of each month during the Term of this
  Agreement.

            


    

    


    
      	
              6.2

            	
              The
      Consultant shall also receive options to purchase 1,500,000 shares of the
      Company’s common stock in accordance with Schedule “A” attached hereto
      (the “Options”).  The Options will vest at a rate of 40,000 per
      month, with any remainder vesting on September 30, 2011.  The
      Options are exercisable at US$0.80 per share and contain cashless exercise
      provisions.  Options will expire 24 months after vesting, or
      upon delivery of a notice of termination in accordance with Section 8 of
      this Agreement, whichever occurs
earlier.

            


    

    


    7.
SERVICES NOT EXCLUSIVE

    


    The Consultant
agrees that it shall, at all times, faithfully and in a professional manner
perform all of the duties that may be reasonably required of the Consultant
pursuant to the terms of this Agreement. The Company acknowledges that
Consultant is engaged in other business activities, and that it shall continue
such activities during the term of this Agreement.  Consultant shall
not be restricted from engaging in other business activities during the term of
this Agreement.

    


    8.
SUSPENSION AND TERMINATION.

     

    
      	
               
      

            	
              (a)

            	
              Without Cause.
      This Agreement may be terminated by either party without cause, through
      the delivery of written notice of termination at least 7 days before such
      termination is to be effected.

            
	 	 	 
	 	(b)	 Default.  If
      Consultant fails, refuses or neglects to keep or perform any of its
      material covenants or conditions to be kept or performed hereunder or
      otherwise in connection with the Services, or indicates its refusal to
      keep or perform any such covenant or condition (any such occurrence a
      “Default”) and
      Consultant shall have failed to cure such default within 24 hours after
      receipt of written notice from Company setting out the terms of such
      Default, Company may immediately terminate this agreement by giving
      written notice to Consultant.


    

     

    
      	
               
      

            	
              (c)

            	
              Force
      Majeure.  Company shall have the right to suspend this
      agreement in the event of Force Majeure at any time, (provided written
      notice to Consultant shall be promptly given) without any further
      obligation to Consultant except that Consultant  will be
      entitled to the compensation provided for in Section 7 hereof accrued, if
      any.  A suspension shall not relieve Consultant of any of
      Consultant’s obligations hereunder or otherwise in connection with the
      Services.  Company shall have the right to terminate this
      agreement by giving written notice to Consultant where an event or events
      of Force Majeure continue for a continuous period of forty-eight (48)
      hours excluding non-business days or 5 days in the aggregate at any other
      time.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Effect of
      Termination.  If the Company terminates this Agreement in
      accordance with the provisions hereof, the Company shall be released and
      discharged from any further liability or obligation whatsoever to
      Consultant.  No termination of this agreement shall affect the
      rights granted hereunder by Consultant to Company and the representations
      and warranties and indemnification of each of the parties hereunder shall
      survive such termination. All Options whether vested or
      unvested will expire upon the delivery of notice of the termination of
      this Agreement by either
party.

            


    

    


    9.
CONFIDENTIALITY

    


    Consultant shall
not disclose, without the consent of Client, any financial and business
information concerning the business, affairs, plans and programs of Client which
are delivered by Client to Consultant in connection with Consultant's services
hereunder, provided such information is plainly and prominently marked in
writing by Client as being confidential (the "Confidential Information"). The
Consultant shall not be bound by the foregoing limitation in the event (i) the
Confidential Information is otherwise disseminated and becomes public
information or (ii) the Consultant is required to disclose the Confidential
Informational pursuant to a subpoena or other judicial order.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.
NON-SOLICITATION

    


    During the term of
this Agreement the Consultant shall not hire or take away or cause to be hired
or taken away any employee or consultant of the Company.  For a period
of 12 months following the termination of this agreement the Consultant shall
not hire or take away or cause to be hired or taken away any employee who was in
the employ of the Company during the 12 months preceding such
termination.

    


    11. GRANTS OF RIGHTS

    


    Consultant agrees
that the results and proceeds of the Consultant’s Services under this Agreement,
although not created in an employment relationship, shall, for the purpose of
copyright only, be deemed a work made in the course of employment under the
Canadian law or a work-made-for-hire under the United States law and all other
comparable international intellectual property laws and
conventions.  All work and materials, including all intellectual
property and any other rights, including without limitation copyright, all
rental and lending rights thereto, which Consultant may have in and to the
results and proceeds of the Services hereunder, shall vest irrevocably and
exclusively with the Company, and are otherwise hereby assigned to the Company
as and when created.  Consultant hereby waives in favour of the
Company any moral rights which it may have, if any, in and to any works,
materials, or services which it may provide or create hereunder.

    


    12.  REPRESENTATIONS
AND WARRANTIES

    


    Consultant
represents, warrants and covenants to the Company as follows:

    


    (a) All material,
notes, writing, ideas, written, submitted or interpolated by the Consultant
hereunder or with respect to the production or preparation of the Advertisements
shall be wholly original with Consultant or based on materials supplied by the
Company and shall not be copied in whole or part from any other work except to
the extent that such work is non-proprietary or in the public
domain;

    


    (b) To the best of
Consultant’s knowledge, information and belief, all of the results and proceeds
of Consultant’s Services will not defame any person and will not infringe upon
the copyright, moral rights, publicity rights, privacy rights or any other right
of any person, or company or violate any law or judicial or governmental
order.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.  INDEMNIFICATION

    


    (a) Company agrees
to indemnify and hold harmless Consultant and its respective agents and
employees, against any losses, claims, damages or liabilities, joint or several,
to which either party, or any such other person, may become subject, insofar as
such losses, claims, damages or liabilities (or actions, suits or proceedings in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement,
any preliminary prospectus, the prospectus, or any amendment or supplement
thereto; or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; and shall reimburse Consultant, or
any such other person, for any legal or other expenses reasonably incurred by
Consultant, or any such other person, in connection with investigation or
defending any such loss, claim, damage, liability, or action, suit or
proceeding.

    


    (b) Consultant
agrees to indemnify and hold harmless the Company, its partners, financiers
parent, affiliated and related companies, and all of their respective individual
shareholders, directors, officers, employees, licensees and assigns from and
against any claims, actions, losses and expenses (including legal expenses)
occasioned by any breach of Consultant’s representations and warranties
contained in, or by any breach of any other provision of, this Agreement by
Consultant.

    


    14.
MISCELLANEOUS PROVISIONS

    


    
      	
               
      

            	
              (a)

            	
              Time.  Time is of
      the essence of this Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Presumption.  This
      Agreement or any section thereof shall not be construed against any party
      due to the fact that said Agreement or any section thereof was drafted by
      said party.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Titles and
      Captions.  All
      article, section and paragraph titles or captions contained in this
      Agreement are for convenience only and shall not be deemed part of the
      context nor affect the interpretation of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Further
      Action.  The parties
      hereto shall execute and deliver all documents, provide all information
      and take or forbear from all such action as may be necessary or
      appropriate to achieve the purposes of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Good Faith,
      Cooperation and Due Diligence.  The parties
      hereto covenant, warrant and represent to each other good faith, complete
      cooperation, due diligence and honesty in fact in the performance of all
      obligations of the parties pursuant to this Agreement.  All
      promises and covenants are mutual and dependent.

            
	 	 	 
	 	(f)	Savings Clause.  If
      any provision of this Agreement, or the application of such provision to
      any person or circumstance, shall be held invalid, the remainder of this
      Agreement, or the application of such provision to persons or
      circumstances other than those as to which it is held invalid, shall not
      be affected thereby.


    

     

    
      	
               
      

            	
              (g)

            	
              Assignment.  This
      Agreement may not be assigned by either party hereto without the written
      consent of the other, but shall be binding upon the successors of the
      parties.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Notices.  All notices
      required or permitted to be given under this Agreement shall be given in
      writing and shall be delivered, either personally or by express delivery
      service, to the party to be notified.  Notice to each party
      shall be deemed to have been duly given upon delivery, personally or by
      courier, addressed to the attention of the officer at the address set
      forth heretofore, or to such other officer or addresses as either party
      may designate, upon at least ten days written notice, to the other
      party.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Entire
      agreement.  This
      Agreement, including Schedule A attached hereto, contains the entire
      understanding and agreement among the parties. There are no other
      agreements, conditions or representations, oral or written, express or
      implied, with regard thereto. This Agreement may be amended only in
      writing signed by all parties.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Waiver.  A delay or
      failure by any party to exercise a right under this Agreement, or a
      partial or single exercise of that right, shall not constitute a waiver of
      that or any other right.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Counterparts.  This
      Agreement may be executed in duplicate counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same Agreement.  In the event that the document is signed by
      one party and faxed to another the parties agree that a faxed signature
      shall be binding upon the parties to this agreement as though the
      signature was an original.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Successors.  The
      provisions of this Agreement shall be binding upon all parties, their
      successors and assigns.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Jurisdiction.
      The parties hereby attorn the exclusive jurisdiction of the provincial and
      federal courts located in the city of Vancouver, British Columbia in
      relation to all disputes arising from the Agreement.

            
	 	 	 
	 	(n)	 Counsel.  The
      parties expressly acknowledge that each has been advised to seek separate
      counsel for advice in this matter and has been given a reasonable
      opportunity to do so.


    

     

    IN WITNESS WHEREOF this
Agreement has been executed by the parties to it, as of the day, month and year
first written above:

    


    


    WORDLOGIC
CORPORATION

    
 

    By: /s/
Frank Evanshen

    Frank
Evanshen

    Its:
President                                                      

    
 

    By: /s/ James P.
Yano

    James
P. Yano

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    Option
Agreement

     

    THIS OPTION
AGREEMENT (the "Option Agreement") entered into on September 30, 2008 and
effective as of the 1st day of
October, 2008.

     

    BETWEEN

    WORDLOGIC
CORPORATION,

    a
corporation under the laws of Nevada having its principal business office at
Suite 2400, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N7


    (the "Company")

     

    AND

    JAMES
P. YANO

    2508 Stanford
Way

    Antioch, CA
94531

    


    (the “Optionee”)

     

    WHEREAS:

     

    
      	
              A.

            	
              The Company
      has entered in a Consulting Agreement (the "Consulting Agreement"), dated
      September 8, 2008 with the Optionee;
and

            


    

     

    
      	
              B.

            	
              In accordance
      with the provisions of the Consulting Agreement the Company has authorized
      the grant of options to the
Optionee.

            


    

     

    THIS AGREEMENT WITNESSES that
the parties have agreed that the terms and conditions of the relationship shall
be as follows:

     

    
      	
              1.

            	
              Grant
      of Option.  The Company will issue to the Optionee the
      right and option, to purchase 1,500,000 shares of the Company’s common
      stock immediately upon the signing of this Option Agreement (the
      “Options”). The Options will vest at a rate of 40,000 per month, with any
      remainder vesting on September 30,
2011

            


    

     

    
      	
              2.

            	
              Term.  The
      Options will expire, the earlier of, 24 months after the vesting date or
      upon delivery, by either party, of notice of termination of the Consulting
      Agreement.

            


    

     

    
      	
              3.

            	
              Non-transferability.  The
      Options shall not be transferable except to the Optionee’s estate, and the
      Options may be exercised during the lifetime of the Optionee, only by the
      Optionee, or thereafter by its estate. More particularly, but without
      limiting the generality of the foregoing, the Options may not be assigned,
      transferred, pledged or hypothecated in any way, shall not be assignable
      by operation of law, and shall not be subject to execution, attachment or
      similar process.

            


    

     

    Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Options
contrary to these provisions, and the levy of any execution, attachment or
similar process on the Options, shall be null and void.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              4.

            	
              Optionee.  In
      consideration of the granting of the Options, and regardless of whether or
      not the Options shall be exercised, the Optionee will devote the agreed
      upon time, energy and skill to the service of the Company or one or more
      of its subsidiaries in accordance with the Consulting
      Agreement.

            


    

     

    
      	
              5.

            	
              Method
      of Exercising Option.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject to
      the terms and conditions of this Agreement, the Optionee may exercise the
      Options by sending a written notice to the Company, mailed or personally
      delivered to the Company at the following address:  Suite 2400,
      650 West Georgia Street, Vancouver, British Columbia, V6B
      4N7.  Such notice shall state the election to exercise the
      Options and the number of shares in respect of which it is being
      exercised, and shall be signed by the Optionee. The notice shall be
      accompanied by payment of the full exercise price of the shares by
      certified cheque, bank draft or money order unless the Options are
      exercised on a cashless basis. The Company shall issue for the Optionee’s
      collection, a certificate or certificates representing the shares within
      14 days after receiving the notice.  Upon exercising the
      Options, the Optionee may be required by the Company to make certain
      representations so that the issuance of shares pursuant to the Options
      will fall within exemptions from securities
  regulations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      certificate or certificates for the shares as to which the Options shall
      have been exercised shall be registered in the name of the Optionee and
      shall be delivered as provided above to or on the written order of the
      Optionee.  All shares that shall be purchased on the exercise of
      the Options as provided in this Agreement shall be fully paid and
      non-assessable.  The certificates representing any shares issued
      upon exercise of the Options may contain a restrictive
    legend.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The Options
      may be exercised at a price of US$0.80 per share (the “Purchase
      Price”).

            


    

     

    
      	
               
      

            	
              (d)

            	
              The Options
      may also be exercised at any time by means of a "cashless exercise" in
      which the Optionee shall be entitled to receive a certificate for the
      number shares of the Company’s common stock equal to the quotient obtained
      by the formula: X = (Y(A-B))/A
where:

            


    

    
      


    

    
      
        	
                 
      

              	
                X = number of
      shares issuable to the Optionee upon exercise under this Section
      5(d);

              


      

    

    
      


    

    
      
        	
                 
      

              	
                Y = number of
      shares issuable to the Optionee upon exercise pursuant to this
      Agreement;

              


      

    

    
      


    

    
      
        	
                 
      

              	
                A = the last
      trading price (or average of bid and ask prices if no trades occurred) on
      the last trading day prior to the exercise date;
  and

              


      

    

    
      


    

    
      
        	
                 
      

              	
                B = the
      Purchase Price

              


      

    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              6.

            	
              Changes
      in Capital Structure.  If all or any portion of the
      Options shall be exercised subsequent to any share dividend, split-up,
      recapitalization, merger, consolidation, combination or exchange of
      shares, separation, reorganization or liquidation occurring after the date
      of this Agreement, as a result of which shares of any class shall be
      issued in respect of outstanding common shares, or common shares shall be
      changed into the same or a different number of shares of the same or
      another class or classes, the person or persons so exercising the Options
      shall receive the aggregate number and class of shares which, if common
      shares (as authorized at the date of this Agreement) had been purchased at
      the date of this Agreement for the same aggregate price (on the basis of
      the price per share set forth in Section 5 of this Agreement) and had not
      been disposed of, such person or persons would be holding, at the time of
      such exercise, as a result of such purchase and all such share dividends,
      split-ups, recapitalizations, mergers, consolidations, combinations or
      exchanges of shares, separations, reorganizations or liquidations;
      provided, however, that no fractional share be issued on any such
      exercise, and the aggregate price paid shall be appropriately reduced on
      account of any fractional share not
issued.

            


    

     

    
      	
              7.

            	
              Reservation
      of Shares to Satisfy Option.  The Company shall at all
      times during the term of the Options reserve and keep available such
      number of common shares as will be sufficient to satisfy the requirements
      of this Agreement.

            


    

     

    
      	
              8.

            	
              Representations
      of the Optionee

            


    

    


    
      	 	
              (a)

            	
              The Optionee
      understands and acknowledges that (a) the Options are being offered and
      sold under one or more of the exemptions from registration provided for in
      Section 4(2) or Section 3(b) of the  Securities  Act
      of
      1993,  as  amended  (the  "Securities  Act"),  including
      Regulation D promulgated thereunder and any applicable state securities
      laws, (b) the Optionee has reviewed the confidential business plan of the
      Company or such
      other  material  documents  of the Company
      as the  Optionee  has deemed necessary
      or  appropriate  for purposes of purchasing the
      Options, including this subscription agreement (collectively, the
      "Offering Documents"); and (c) this transaction has not
      been  reviewed or  approved by the
      United  States  Securities  and  Exchange
      Commission or by any regulatory authority charged with the administration
      of the securities laws of any state or foreign
  country.

            


    

    


    
      	
               
      

            	(b)	
              The Optionee
      either (i) has a preexisting personal or business  relationship
      with the Company or its controlling  persons, such as would
      enable a reasonably prudent Optionee to be aware of the character
      and  general  business  and  financial  circumstances  of  the  Company  or  its
      controlling  persons,  or (ii) by reason of the
      Optionee's business or financial
      experience,  individually  or in
      conjunction  with
      the  Optionee's  unaffiliated professional advisors
      who are not compensated by the Company or any affiliate or selling agent
      of the Company,  directly or indirectly,  is capable
      of evaluating the  merits  and  risks of
      an  investment  in
      the  Options,  making  an  informed
      investment  decision and  protecting  the
      Optionee's own interests in connection with the transactions contemplated
      hereby.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	 	
              (c) 

            	
              The
      Optionee  understands and has fully  considered for
      purposes of this investment the risks of this  investment
      and  understands  that (i)
      this  investment  is suitable  only for an
      Optionee  who is able to bear the
      economic  consequences  of losing
      the  Optionee's  entire  investment;  (ii)
      the Company is a start-up  enterprise with no
      significant  operating history;  (iii) the purchase of
      the Options is
      a  speculative  investment  which  involves
      a high degree of risk of loss by the Optionee of the Optionee's entire
      investment,  and (iv) there are substantial restrictions on
      the  transferability  of, and there will be no public
      market for, the Options, and  accordingly,  it may not
      be  possible  for the  Optionee
      to  liquidate  the Optionee's investment in the
      Options.

            
	 	 	 
	 	(d)	The Optionee
      is able (i) to bear the economic risk of this investment, (ii) to hold the
      Options for an indefinite period of time, and (iii) to afford a complete
      loss of the Optionee's investment; and represents that the Optionee has
      sufficient liquid assets so that the lack of liquidity associated with
      this investment will not cause any undue financial difficulties or affect
      the Optionee's ability to provide for the Optionee's current needs and
      possible financial contingencies.
	 	 	 
	 	(e)	The Optionee,
      in making the Optionee's decision to acquire the Options, has relied
      solely upon independent  investigations  made by the
      Optionee and the  representations and warranties of the Company
      contained herein and the  Optionee  has been given
      (i)  access to all  material  books and
      records of the Company;  (ii) access to
      all  material  contracts  and  documents
      relating to this offering;  and (iii) an opportunity to ask
      questions of, and to
      receive  answers  from,  the  appropriate  executive  officers
      and other persons acting  on  behalf  of
      the  Company  concerning  the  Company  and
      the terms and conditions of this offering,  and to obtain any
      additional  information,  to the
      extent  such  persons  possess  such  information  or  can  acquire  it  without
      unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of
      the information.  The Optionee acknowledges that no
      valid  request to the Company by
      the  Optionee  for  information  of
      any kind about  the  Company  has
      been  refused  or  denied  by
      the  Company  or  remains unfulfilled as of
      the date thereof.
	 	 	 
	 	(f)	The Optionee
      has carefully considered this Option Agreement. In evaluating the
      suitability of an investment in the Company, the Optionee has not relied
      upon any representations or other information (whether oral or written)
      other than as set forth in this agreement or as contained in any documents
      or answers to questions furnished by the Company.
	 	 	 
	 	(g)	All of the
      information set forth on the cover page of this Agreement indicated as
      applicable to the Optionee, is true and correct in all
  respects.
	 	 	 
	 	(h)	The Options
      are being acquired by the Optionee solely for the Optionee's own
      personal  account,  for investment  purposes
      only, and not with a view to,  or
      in  connection  with,  any  resale  or  distribution
      thereof; the Optionee has no contract,
      undertaking,  understanding, agreement or
      arrangement,  formal or informal, with any person to sell,
      transfer or pledge to any  person the Options for which
      the  Optionee  hereby  subscribes,  or
      any part thereof, any interest  therein or any
      rights  thereto;  the Optionee has no
      present  plans to enter into any such
      contract,  undertaking,  agreement
      or  arrangement;  and the Optionee understands the
      legal consequences of the foregoing representations and
      warranties  to
      mean  that  the  Optionee  must  bear  the  economic  risk
      of the investment  for
      an  indefinite  period of time  because the
      Options have not been registered  under the Securities Act and
      applicable  state  securities laws and,
      therefore,  cannot be sold unless  they
      are  subsequently  registered  under the
      Securities Act and
      applicable  state  securities  laws (which
      the Company is not obligated, and has no current intention, to do) or
      unless an exemption from such registration is available.
	 	 	 
	 	(i)	The Optionee
      has not engaged any broker, dealer, finder, commission agent or other
      similar person in connection with the offer, offer for sale, or sale of
      the Options and is not under any obligation to pay any broker's fee or
      commission in connection with the Optionee's investment.
	 	 	 


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              9.

            	
              Counterparts.  This
      Agreement may be signed in counterparts, each of which so signed shall be
      deemed to be an original (and each signed copy sent by electronic
      facsimile transmission shall be deemed to be an original), and such
      counterparts together shall constitute one and the same instrument and
      notwithstanding the date of execution, shall be deemed to bear the date as
      set forth above.

            


    

    


     

    IN WITNESS WHEREOF this
Agreement has been executed by the parties to it, as of the day, month and year
first written above:

     

    


    WORDLOGIC
CORPORATION

     

    By: /s/
Frank Evanshen

    Frank
Evanshen

    Its:
President                                                      

    


     

    By: /s/ James P.
Yano

    James
P. Yano