**Exhibit 99.1**

 

**EMPLOYMENT AGREEMENT**

** **

**THIS AGREEMENT**madeas of the 3rd day of July , 2002

 

**BE T W E E N:**

 

**Sanchez Computer Associates, Inc.,**acorporationexisting under the Business Corporations Act(Ontario) (hereinafter referred to as “Spectra”)

 

**OF THE FIRST PART,**

 

- and -

 

**John C. McLeod**

(hereinafterreferred to as the “Executive”)

 

**OF THE SECOND PART.**

 

**WHEREAS:**

 

A.                                   Spectraand the Executive are desirous of continuing their employment relationship fortheir mutual benefit;

 

B.                                     Theterms of this Agreement will become effective as of the 3rd day of July, 2002(the “Effective Date”) and

 

C.                                     Spectraand the Executive have agreed that the terms and conditions of the continuingemployment relationship shall be set out herein.

 

**NOWTHEREFORE,**in consideration of the respectivecovenants and agreements herein contained and for other good and valuableconsideration (the receipt and sufficiency of which are hereby acknowledged byeach of the Parties hereto), the Parties hereto agree as follows:

 

**ARTICLE 1 - DEFINITIONS**

 

1.1                                 **Defined Terms.**  As used in this Agreement, the followingterms have the following meanings:

 

**“Act****”**meansthe *Business Corporations Act*(Ontario) as may be amended from time to time, and shall be deemed to be anyact substituted therefor;

 

**“Affiliate”**means an**“affiliate”**as such term isdefined in the Act and for purposes of this Agreement shall include withoutlimitation, Sanchez Computer Associates, Inc. (“Sanchez”), Sanchez DataServices, Inc. (“SDST”), and any Sanchez subsidiaries;

 

**“Agreement”**meansthis employment agreement and instruments in amendment or confirmation of it; **“Article”, “Section”, “Subsection”**or othersubdivision of this Agreement

 

----

 

followed by a number means andrefers to the specified Article, Section, Subsection or other subdivision ofthis Agreement;

 

**“Base Salary”**hasthe meaning ascribed to such term in Section 4.1;

 

**“Business ”**meansthe business carried on by the Spectra at the Termination Date, and, as of thedate hereof, consists of the development of retail order management andmid-office software products for use in the securities industry, as well as thebusiness of the Affiliates and Subsidiaries at the Termination date (forclarity, the current business of the Affiliates is the development, marketingand installation of core processing, front end and middleware software forfinancial institutions as well as outsourcing of end to end banking solutions);

 

**“Cause”**means, inaddition to anything deemed to be cause in accordance with the laws applicableto employees generally in the Province of Ontario:

 

(a)                                  Executive’srefusal, failure or inability to perform (other than due to illness ordisability) his material obligations under this Agreement or the reasonabledirectives of the Sanchez or Spectra Board or Sanchez’s Chief Executive Officerthat is not cured within ten (10) days after delivery of notice thereof; or

 

(b)                                 otherconduct of Executive involving any type of disloyalty to, or gross negligenceor wilful misconduct with respect to the Corporation, including (withoutlimitation) fraud, embezzlement, theft or dishonesty in the course of hisemployment; or

 

(c)                                  Executive’sconviction of or plea of guilty to an offence in respect of which a pardon hasnot been granted under the Criminal Records Act Canada; or

 

(d)                                 Executive’sbreach of any material provision of an agreement with the Corporation not curedwithin ten (10) days after delivery of notice thereof.

 

(e)                                  Executive’sbreach of any fiduciary duty to the Corporation.

 

**“Corporation”**shallbe defined as provided in Section 7.1(c) below.

 

**“Parties”** means theExecutive and Spectra; and “**Party**”means any one of them;

 

**“Person”**means anindividual, partnership, corporation, trust, unincorporated association, jointventure or other entity or governmental entity, and pronouns have a similarlyextended meaning;

 

**“Subsidiary”** means a**“subsidiary”**as such term isdefined in the Act;

 

**ARTICLE 2 - SCOPE OF EMPLOYMENT**

 

2.1.                              **Employment**.  Spectra hereby agrees to employ the Executive and the Executivehereby accepts such employment on a full time basis in the position ofPresident.

 

2

----

 

2.2                                 **Duties and Responsibilities**.  The duties and responsibilities of theExecutive shall consist of those necessary or incidental to perform thefunctions of such aforesaid position within the Corporation.  Without limiting the generality of theforegoing, the Executive shall be responsible for the direction and managementof Spectra.  The Executive shall performsuch other duties and exercise such powers as may from time to time bedetermined by the Board of Directors of Sanchez consistent with his position asPresident.

 

2.3                                 **Full and Faithful Service**.  The Executive will devote to the businessand affairs of the Corporation, all of the time and attention reasonablynecessary to carry out the duties of his position, and will ensure that he isnot at any time engaged in conduct which would constitute a conflict with theinterests of the Corporation.  Duringhis employment with the Corporation, the Executive shall not engage in anyother employment or gainful occupation, undertake any other business, or becomea director, officer or agent of any other company, firm (except fornot-for-profit organizations) or individual without the express written consentof the Board of Directors of Sanchez.

 

2.4                                 **Acknowledgement**.  The Executive acknowledges that theeffective performance of his duties requires the highest level of integrity andthe Corporation’s complete confidence in the Executive’s relationship withother employees of the Corporation and with all persons dealt with in thecourse of his employment.  The Executiveshall diligently, faithfully and honestly serve the Corporation during thecontinuance of his employment hereunder and shall use his best efforts topromote the interest of the Corporation.

 

**ARTICLE 3 - TERM OF EMPLOYMENT**

 

3.1                                 **Term**. The term of employment (the “Term”) created herein shall be for threeyear commencing upon the effective date and continuing through the term, unlessthis Agreement is terminated earlier by either of the Parties in accordancewith the provisions of Article 5.

 

**ARTICLE 4 - REMUNERATION**

 

4.1                                 **Salary**.  As remuneration for his services hereunder, the Executive shallbe paid a Base Salary, subject to adjustments ad hereinafter provided, (the“Base Salary”) at the rate of Two Hundred Seventy-Five Thousand CanadianDollars (CDN $275,000) per annum, which Base Salary shall be paid in arrearsand in 24 equal instalments, subject to all necessary statutory deductions.  Such Base Salary shall be reviewed by theCompensation Committee of the Board of Directors of Sanchez at the end of eachyear of term of the Executive’s employment but with no obligation to effect anincrease thereof.

 

4.2                                 **Bonus**. Executive shall be eligible for a bonus on about October 15, 2002 forthe preceding fiscal year, subject to the terms of the written plans of Spectra(attached hereto as Exhibit A) and consistent with the past practices of theSpectra.  Subsequent bonuses will be asmutually agreed by the Executive and Sanchez and as periodically approved bythe Sanchez Board of Directors.

 

3

----

 

4.3                                 **Benefits**.  Unless otherwise covered by another insurance benefit program,the Executive will be entitled during the course of his employment with theCorporation to participate in the employee benefit plans and programs ofSpectra which are made available to senior employees of Spectra generally fromtime to time, subject to the terms of those plans and programs.  To the extent permitted by the applicableplan or program, the Corporation hereby waives any qualification periods whichmay exist with respect to such benefit plans.

 

4.4                                 **Vacation**.  The Executive shall be entitled to 4 calendar weeks vacationleave in each year that this Agreement is in effect at the Base Salary providedfor in Section 4.1.  Such vacation shallbe taken at such time or times as the Corporation may determine having regardto the business and undertaking of the Corporation.  In the event the Executive’s employment is terminated, theExecutive shall be entitled to a pro-rated vacation leave with pay for theportion of the year that he has been actively employed. Vacation accrual andcarry forward will be governed by Spectra’s then current policy

 

4.5                                 **Dues**. During the term of his employment with Spectra, the Executive shall bereimbursed for all professional membership and club dues upon furnishing to theCorporation receipts therefore, up to maximum reimbursement of C$6,000.00 peryear.

 

4.6                                 **Expenses**.  During the term of his employment, the Executive shall bereimbursed for all reasonable travel and business expenses incurred by him inthe performance of his duties hereunder, subject to such limitations as may beestablished by the Board of Directors of Sanchez and revised by them from timeto time.  As a condition to thereimbursement of such expenses, the Executive shall furnish to the Corporationreceipts for expenses incurred.

 

4.7                                 **Stock**. Employee agrees that any Sanchez stock that he receives as a result ofthe acquisition of Spectra by Sanchez (“Acquisition”) may not be sold orotherwise transferred until the expiration of the 180 day period following thefinal closing of the Acquisition.

 

4.8                                 **Loan**. As further consideration, Employee and Employer are entering into a loanas documented by a Note and Pledge dated XXX.

 

**ARTICLE 5 - TERMINATION OF EMPLOYMENT**

 

5.1**                                 Termsand Conditions**.  The employmentcontemplated hereunder may be terminated in the following manner and in thefollowing circumstances;

 

(a)                                  bythe Executive giving 60 days notice in writing to Spectra and Sanchez of hisintention to terminate his employment with Spectra;

 

(b)                                 bySpectra giving notice in writing to the Executive at any time, for Cause, inwhich case the Executive’s employment shall terminate immediately upon receiptof the written notice from Spectra, which notice will set forth the event orcondition giving rise to the Cause for termination, and the Corporation shallpay

 

4

----

 

to theExecutive his Base Salary and pro-rated bonus up to the date of such writtennotice;

 

(c)                                  bySpectra upon the death of the Executive, in which case his employment pursuantto this Agreement shall terminate on the date of death and Spectra shall paythe Executive’s estate his Base Salary and pro-rated bonus up to the date ofhis death;

 

(d)                                 bySpectra if the Executive is unable to discharge his duties hereunder by reasonof illness, disease, mental or physical disability or otherwise, for anaggregate of 6 months in any 1 year, whether or not consecutive, in which casehis employment pursuant to this Agreement shall terminate at the end of that 6month period, and the Spectra shall pay the Executive his Base Salary andpro-rated bonus up to the end of such 6 month period; or

 

(e)                                  bySpectra for any reason other than pursuant to Subsection 5.1(b) or 5.1(c) or5.1(d), by making a lump sum payment to the Executive of an amount equal to thegreater of (i) 20 months of Base Salary or (ii) the remaining Base Salary underthe Term of this Agreement from the effective date of termination.

 

5.2                                 **Release of Claims**.  Upon notice being given pursuant toSubsection 5.1(a) or 5.1(b); upon the death of the Executive as referred to inSubsection 5.1(c); upon the expiration of the period referred to in Subsection5.1(d) or upon the date of the payment referred to in Subsection 5.1(e); as thecase may be, the employment of the Executive shall be wholly terminated andthis Agreement shall cease to have any further effect save and except inrespect of Articles 5, 6 and 7 which shall continue in full force andeffect.  Upon any such termination, theExecutive shall have no claim against the Corporation for damages, terminationpay, severance pay, pay in lieu of notice of termination, statutory orotherwise, except in respect of payment of remuneration earned, due and owingto the effective date of termination including amounts due pursuant to Section5.1.

 

5.3                                 **Reasonableness**.  The Parties hereto acknowledge and agree thatthere are no implied rights, obligations or duties upon the Parties whatsoeverarising from or with respect to this Agreement and the employment contemplatedhereunder other than as set forth in writing. The Parties further acknowledge and agree that if any of the paymentsreferred to in Subsection 5.1(e) is made, it constitutes a reasonable estimateof the damages that might be suffered by the Executive for early termination ofthis Agreement, said amount being liquidated damages and not a penalty.

 

**ARTICLE6 - CONFIDENTIALITY**

 

6.1                                 **Confidential Information**.  The Executive acknowledges that during thecourse of employment with Spectra, he will be exposed to secret andconfidential business information belonging to the Corporation, which may giveit a commercial advantage over others. Except as may be required by law, the Executive agrees to not use,directly or indirectly, for his own account or for the account of any person,firm, corporation or other entity or disclose to any person, firm, corporationor other entity, the Corporation’s

 

5

----

 

proprietaryinformation disclosed or entrusted to him or developed or generated by him inthe performance of his duties hereunder, including but not limited to informationrelating to the Corporation’s organizational structure, operations, businessplans, technical projects, pricing data, business costs, research data results,inventions, trade secrets, customer lists or other work produced, developed byor for the Corporation, whether on the premises of the Corporation orelsewhere.

 

6.2                                 **Exceptions**.  The provisions of Section 6.1 shall not apply to any informationincluding any proprietary, confidential or secret information which (i) is, atthe commencement of the term of this Agreement or at some later date, publiclyknown under circumstances involving no breach of this Agreement, (ii) comesinto the possession of the Executive after the Executive ceases to be in theemploy of the Corporation from a third person which is not under any obligationto maintain the information in confidence, (iii) is independently developed bythe Executive without use of any confidential information of the Corporationafter the Executive ceases to be in the employ of Spectra, or (iv) is requiredto be disclosed by the Executive pursuant to an order of a court or a tribunal;provided that the Executive provides notice to the Corporation of such orderprior to disclosing the information.

 

6.3                                 **Property and Documents**.  The Executive acknowledges, understands andagrees that all memoranda, notes, records, charts, formulae, client lists,price lists, marketing plans, financial information, patents, copyrights, tradesecrets, other intellectual property rights and other documents made, received,held or used by the Executive during the course of his employment or as aconsultant to Spectra, shall be the property of the Corporation and shall bedelivered by the Executive to the Corporation upon request at any time duringthe course of employment and upon the termination of his employment ashereinbefore provided.  With respect toall confidential information and other documents of the Corporation held by theExecutive, the Executive acknowledges that he is in a position of trust andsubject to a fiduciary duty to use the information only in the interests of theCorporation and its business.

 

6.4                                 **Inventions**.  The Executive acknowledges, understands and agrees that any andall inventions and improvements which are conceived or made by the Executiveduring the course of his employment or as a consultant to Spectra, relating toor in any way appertaining to or connected with any of the matters which havebeen, are or may become the subject of the Corporation’s investigations, orwhich the Corporation has been, is or may become interested, including, but nolimited to, product design, computer software or technology, shall be the soleand exclusive property of the Corporation. The Executive further agrees to, whenever requested by the Corporation,execute any and all applications, assignments and other instruments which theCorporation shall deem necessary in order to apply for and obtain letters ofpatent and copyrights of Canada or foreign countries for the inventions orimprovements, and in order to assign and convey to the Corporation all sole andexclusive right, title and interest in and to the inventions or improvements,all expenses in connection with them to be borne by the Corporation.

 

6.5                                 **Third Party Information**.  During the Term of this Agreement theCorporation will obtain confidential information of third parties includingcustomers and suppliers of the

 

6

----

 

Corporation.  The Executive will comply with allobligations to which the Corporation is subject relating to such third partyconfidential information to which the Executive obtains access or of which theExecutive becomes aware.

 

**ARTICLE 7 - NON-COMPETITION**

 

7.1                                 **Defined Terms**.  For the purposes of this Articles 7:

 

(a)                                  **“Territory”** means the present geographicalarea of;

 

(i)                                     theProvince of Ontario; plus

 

(ii)                                  theremainder of Canada; plus

 

(iii)                               theUnited States of America;

 

(b)                                 **“Applicable Time Period”** means the periodcommencing with the date of the termination of the Executive’s employment withthe Corporation and ending immediately prior to the third anniversary of thedate of such termination; and

 

(c)                                  **“Corporation” means Spectra and its Subsidiaries andAffiliates.**

 

(d)                                 **“Customer”** means any Person which in thetwo years preceding the date of the termination of the employment of theExecutive with the Corporation, has been a customer of the Corporation or asolicited potential customer of the Corporation.

 

7.2                                 **Non-Competition**.  The Executive covenants and agrees that,except on behalf of and for the benefit of the Corporation, he shall not, (i)while in the employ of Spectra (whether under this Agreement or otherwise),(ii) where the Executive is terminated pursuant to Subsection 5.1(b), 5.1(d),or 5.1(e), during the Applicable Time Period, (iii) where the Executiveterminates or discontinues his employment with Spectra pursuant to Subsection5.1(a) or (iv) after any termination or resignation outside the term of thisAgreement, during the Applicable Time Period and during the period commencingon the termination or resignation of employment with Spectra by the Executiveand ending upon the date which is 36 months after the date of such termination,either directly or indirectly, individually or in partnership or in conjunctionwith any Person as employee, employer, principal, agent, joint venturer,partner, shareholder or other equity holder, independent contractor, licensor,licensee, franchiser, franchisee, distributor, consultant, supplier, trustee orby or through any corporation, company, co-operative, partnership, trust entitywith juridical personality, unincorporated association or in any other mannerwhatsoever:

 

(a)                                  carryon or be engaged in, have any financial or other interest in or be otherwisecommercially involved in any endeavour, activity or business in all or part ofthe Territory which is substantially the same or in direct competition with theBusiness; or

 

7

----

 

(a)                                  interfereor attempt to interfere with the Business or persuade or attempt to persuadeany Customer, employee or supplier of the Corporation or its Subsidiaries todiscontinue or alter such Person’s relationship with the Corporation or itsSubsidiaries.

 

7.3                                 **Non-Solicitation.**  The Executive covenants and agrees that heshall not, during the period commencing on the date hereof and ending on thelater of (i) the second anniversary of the date hereof, or (ii) the firstanniversary of the date on which the Executive’s employment by Spectraterminates, directly or indirectly,

 

(a)                                  canvass,solicit or attempt to solicit, accept or supply goods or services to anyCustomer, except on behalf of and for the benefit of the Corporation or excepton behalf of or for the benefit of a business which is not in directcompetition with a element of the Business; or

 

(b)                                 employ,offer employment to or solicit the employment or engagement of or otherwiseentice away from the employment of the Corporation any individual employed bythe Corporation at any time in the 12 months preceding the date of terminationof the Executive’s employment.

 

7.4                                 **Exception**.  Nothing construed herein shall prohibit the Executive fromholding for investment purposes only up to 5 percent of the issued publiclytraded shares of a company engaged in a business the same as or similar to theBusiness presently carried on by the Corporation.

 

7.5                                 **Severability**.  If any covenant or provision in this Article 7 is determined tobe void or unenforceable in whole or in part, it shall not be deemed to affector impair the validity of any other covenant or provision hereof and, withoutlimiting the generality of the foregoing, Subclauses (a) and (b) of Section 7.2and Subclauses (a) and (b) of Section 7.3 are declared to be separate anddistinct covenants.

 

7.6                                 **Reasonableness**.  The Executive agrees that all restrictionscontained in this Article 7 are reasonable and valid and all defences to thestrict enforcement thereof by the Corporation are hereby waived.  The Executive acknowledges that theCorporation would not have entered into this Agreement in the absence of thoserestrictions.

 

7.7                                 **Enforcement**.  The Executive agrees and acknowledges that the breach of theprovisions of this Article 7 by him would cause irreparable harm to theCorporation which would not be adequately compensable in monetary damages.  The Executive shall not, in any action orproceeding to enforce any of the provisions of this Agreement, assert the claimor defence that such an adequate remedy at law exists.

 

(a)                                  TheExecutive hereby consents to an injunction being issued restraining any breachor further breach of the provisions hereof without prejudice to any otherremedy the Corporation may have.

 

(b)                                 Ifthe Executive breaches any of the restrictions contained in this Article 7, theCorporation will have the right and remedy to require the Executive to accountfor

 

8

----

 

any pay overto the Corporation all compensation, profits, monies, accruals, increments orother benefits derived or received by the Executive as the result of suchbreach to the extent the finder of fact in any such proceeding finds theseremedies appropriate.  This right andremedy will be in addition to, and not in lieu of, any other rights and remediesavailable to the Company under law or in equity.

 

(c)                                  TheExecutive agrees to disclose the existence and terms of the restrictionscontained in this Article 7 to any employer that the Executive may work forduring the applicable restricted period.

 

(d)                                 Ifthe Executive breaches any of the restrictions contained in this Article 7 inany respect, the restrictions contained in this article will be extended for aperiod equal to the period that the Executive was in breach.

 

(e)                                  Ifany court holds the restrictions of this Article 7 unenforceable by reason oftheir breadth or scope or otherwise, it is the intention of the Parties thatsuch determination not bar or in any way affect the right of the Corporation tothe relief provided above in the courts of any other jurisdiction within thegeographic scope of such restrictions.

 

**ARTICLE 8 - GENERAL**

 

8.1                                 **Entire Agreement**.  This Agreement and the terms hereof shallconstitute the entire agreement between the Parties hereto with respect to allof the matters herein and the Parties hereto acknowledge and agree that itsexecution has not been induced by, nor do either of the parties hereto relyupon or regard as material any representations or writings whatsoever notincorporated herein and made a part hereof. This Agreement shall not be amended, altered or qualified except by anagreement in writing signed by both of the parties hereto.  This Agreement supersedes any prioragreements, including, without limitation, the Employment Agreement betweenSpectra and the Executive, dated as of April 11, 1997 which are herebycancelled and supercedes all previous understandings, negotiations, andrepresentations with respect hereto, whether oral or written.

 

8.2                                 **Notice**.  Any notice to be given hereunder shall be given in writing andshall be deemed to have been duly given if delivered by hand or mailed byfirst-class mail, postage prepaid and addressed to the recipient as follows:

 

9

----

 

(a)                                  SanchezComputer Associates, Inc.:

40 ValleyStream ParkwayMalvern, PA  19335USA

 

c/o President

 

with a copy toGeneral Counsel

 

(b)                                 Tothe Executive:

66 KingGeorge’s RoadEtobicoke OntarioCanada M8X IL9

 

Any such notice, if mailed,shall be deemed to have been received on the fifth business day next followingthe date of mailing and, if delivered, on the date of delivery.  Either Party may, by notice given inaccordance with the foregoing, change his or its address for the purposes ofthis Agreement.  In the event of apostal strike in progress, notice shall be given only by delivery by hand inaccordance with this Section 8.2.  Inthe event of a postal strike occurring within 5 business days after the givingof notice by mail as hereinbefore set out, such notice shall be deemedineffective and thereafter, during the continuance of the postal strike, noticeshall be effective only if delivered by hand.

 

8.3                                 **Further Assurances**.  The Parties and each of them hereby consentsand agrees to do such things, attend such meetings and to execute such furtherdocuments and assurances as may be deemed necessary or advisable from time totime in order to carry out the terms and conditions of this Agreement inaccordance with its true intent.

 

8.4                                 **Waivers**.  No waiver of any breach of default of any of the provisionshereof shall be effective unless in writing and signed by the Party to becharged with such waiver.  No waivershall be deemed a continuing waiver or waiver in respect of any subsequentbreach of default, either of a similar or different nature, unless expressly sostated in writing.

 

8.5                                 **Severability**.  If any provision of this Agreement is determined to be illegal orunenforceable, in whole or in part, such illegal or unenforceable provision orpart thereof, shall be severable from this Agreement and shall not affect theremaining provisions hereof.

 

8.6                                 **Headings**.  The insertions of heading and the division of this Agreement intoSections and Subsections is for the conveniences of reference only and shallnot affect the interpretation hereof.

 

8.7                                 **Assignment**.  This Agreement may not be assigned by the Executive without theprior written consent of Spectra and Sanchez, which consent may be withheld forany reason.

 

10

----

 

8.8                                 **Enurement**.  This Agreement shall enure to the benefit of and be binding uponthe Parties hereto and their respective heirs, executors, legal personalrepresentatives, successors, successor entities and permitted assigns.

 

8.9                                 **Withholding**.  The Corporation will withhold from any payments due to Executivehereunder, all applicable taxes and statutory deductions or other amountsrequired to be withheld pursuant to any applicable law.

 

8.10                           **Governing Law**.  This Agreement shall be construed andenforced in accordance with the laws of the Province of Ontario and the laws ofCanada applicable therein.

 

8.11                           **Counterparts**.  This Agreement may be executed in multiple counterparts, each ofwhich will be deemed to be an original, but all of which together willconstitute but one and the same instrument.

 

**IN WITNESS WHEREOF**,this Agreement is executed by the Parties hereto with effect as of the datefirst written above.

 
|                             |   | **Sanchez Computer Associates, Inc.** |
|----------------------------------|--------|---------------------------------------|
|                             |   |                                  |   |
|                             |   | Per:                                  | /s/ Joseph  F. Waterman |   |
|                             |   |                                  | Name:  JOSEPH F. WATERMAN |
|                             |   |                                  | Title: |
|                             |   |                                  |   |
|                             |   | Per:                                  | /s/ John  McLeod |   |
|                             |   |                                  | Name:  JOHN MCLEOD |
|                             |   |                                  | Title: |
|                             |   |                                  |   |
| **SIGNED, SEALED AND DELIVERED** | )      |                                  |
| **IN THE PRESENCE OF:**          | )      |                                  |
|                             |   | )                                     |   |
|                             |   | )                                     |   |
|                             |   | )                                     |   |   |
|                             |   | )                                     |   |

 

11

----

 

**EXHIBIT A**

 

**JohnMcLeod**

**ExecutiveCompensation Summary FY 2002**

 

 

**FY2002**

 

Salary: $275,000

 

Bonus:

$150,000 (Cdn) - at targetEBITDA of $3,247,460 pre bonus

$225,000 (Cdn) at 125% of plan,($4,059,325 pre bonus)

 

Note: bonus will be paid on apro - rata basis from budgeted EBITDA up to 25% above budgeted EBITDA

 

12

----