Filed by Automated Filing Services Inc. (604)609-0244 - CounterPath Corporation - Exhibit 10.38






COUNTERPATH CORPORATION 
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is effective the 13th day of
December, 2007.

BETWEEN

CounterPath Corporation, having
an address at Suite 300, 1 Bentall, 505 Burrard Street, Vancouver, British
Columbia V7X 1M3 (hereinafter referred to as the “Company”)

AND

Mark Bruk having an address at
  Suite 302 – 738 Broughton Street, Vancouver, British Columbia V6G 3A7

 (hereinafter referred to as the “Executive”)

RECITALS:

A. The Company is primarily in the business of researching,
developing and selling of VoIP/IP Telephony software products (the “Company's
Business”).

B. The Executive is a co-founder of the Company, and is
Chairman and Chief Executive Officer of the Company.

C. The Company has purchased all of the shares of NewHeights
Software Corporation (“NewHeights”). Accordingly, NewHeights has become a
wholly-owned subsidiary of the Company and the executive teams of the Company
and NewHeights will be combined and restructured. 

D. In recognition of the contributions of the Executive in the
development of the Company’s business, and of the skills, expertise, insight and
innovation the Executive has brought and will continue to bring to the Company’s
business, the Company is desirous of continuing to employ the Executive on the
terms hereinafter set out.

E. As of the effective date the Company and the Executive have
agreed that the Executive will relinquish his positions as Chairman and Chief
Executive Officer of the Company and assume the position of Executive
Vice-Chairman of the Company.

F. The Executive and the Company wish to enter into this
Agreement to record the terms of employment between them.

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NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of mutual covenants and agreements hereafter set out, the Company
and the Executive agree to the following terms and conditions:

	1. 	
      Revised Terms of Employment. The Company and the
      Executive hereby agree that as of the effective date referred to above,
      the Executive will be employed as the Executive Vice-Chairman of the
      Company and that the terms of the Executive’s employment will be as set
      forth in this Agreement.

	 	 
	2. 	
      Position and Duties. The Executive’s key
      responsibilities will involve being a resource to the Company’s Board of
      Directors, Chief Executive Officer, and President, formulating plans and
      developing conceptual strategies for expanding the Company’s Business,
      input and advice on the implementation of such strategies, and input and
      advice on the development of new products and services for the Company
      (the “Employment Duties”). The Executive will carry out the Employment
      Duties at such place as the Executive, acting reasonably, deems
      appropriate (the “Place of Employment”) and at such times as the
      Executive, acting reasonably, deems appropriate. In carrying out the
      Employment Duties, the Executive will report directly to the Company’s
      Board of Directors (the “Board”) and will consult with the Company’s Chief
      Executive Officer and the Company’s President from time to time as
      required in the fulfillment of the Employment Duties.

	 	 
	3. 	
      Time & Effort. The Executive will use his best
      efforts to promote the interests of the Company. The Executive will devote
      such attention and energies to carrying out the Employment Duties as would
      a reasonably diligent person in similar circumstances however the Company
      acknowledges and agrees that the Executive will only be expected to work
      forty (40) hours per week (on average), not the significantly higher
      number of hours per week that the Executive was working in his previous
      capacity as Chairman and Chief Executive Officer of the Company. The
      Executive may engage in or make personal investments in, any other
      businesses provided such activities do not result in a breach of the
      Confidentiality and Non-Competition Agreement which the Executive has
      signed concurrently with this Agreement.

	 	 
	4. 	
      Board Seat. For as long as the Executive remains
      employed by the Company hereunder and provided that the Executive is not
      disqualified under applicable law from acting as a director of the
      Company, the Company will include the Executive as one of management’s
      nominees for election from time to time as a director of the Company and
      will solicit proxies from the Company’s shareholders in favour of the
      Executive’s election from time to time as a director of the
  Company.

	 	 
	5. 	
      Salary. As remuneration for his services
      hereunder, the Executive will be paid a basic salary of one hundred and
      eighty thousand Canadian dollars (CDN$180,000) per annum (the “Basic
      Salary”). During the term of this Agreement, the Company will review the
      Basic Salary at least annually to ensure that it is commensurate with the
      salaries paid to the most senior executive officers of the Company and its
      subsidiaries, provided that the Basic Salary will not be reduced. At the
      sole discretion of the Executive, the Basic Salary will be payable either
      (a) by the Company in equal monthly installments not
  later




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      than the last Business Day of each calendar month, or (b)
      by the Canadian subsidiary of the Company in equal semi-monthly
      installments at regular payroll periods established by the Canadian
      subsidiary of the Company. For the purposes of this Agreement, a “Business
      Day” is any day other than a Saturday, Sunday or statutory holiday in
      Vancouver, British Columbia. All Basic Salary will be paid, at the
      Canadian dollar equivalent on the date of payment, in United States
      dollars or such other currency as the Executive and the Company mutually
      agree in writing.

	 	 
	6. 	
      Stock Options. The Executive will be eligible to
      receive incentive stock options and other equity incentives at the
      discretion of the Board commensurate with those that the Board awards,
      from time to time, to the most senior executive officers of the Company
      and its subsidiaries.

	 	 
	7. 	
      Bonus Entitlements. The Executive will also be
      entitled to receive, in respect of each fiscal year of the Company, an
      annual cash bonus in an amount of up to fifty per cent (50%) of the
      Executive’s Basic Salary (the “Annual Cash Bonus”) based upon the
      Executive’s achievement of certain milestones and objectives (the “Bonus
      Targets”) mutually agreed by the Executive and the Board acting
      reasonably. The Bonus Targets and the Annual Cash Bonus will both be
      commensurate with the bonus targets and the annual cash bonuses
      established for the Chief Executive Officer, and the Chief Operating
      Officer of the Company and its subsidiaries. During the term of this
      Agreement, the Company will review the Annual Cash Bonus at least annually
      to ensure that it is commensurate with the annual cash bonuses paid to the
      Chief Executive Officer, and the Chief Operating Officer of the Company
      and its subsidiaries, provided that the Annual Cash Bonus will not be
      reduced.

	 	 
	8. 	
      Income Tax and Other Tax on Remuneration. The
      Basic Salary, Monthly Expense Allowance, Annual Cash Bonus and any other
      remuneration payable hereunder (including, without limitation, the
      Severance Payment in accordance with Section 16.3, the Death Benefit in
      accordance with Section 19, or payments pursuant to Section 18.2), will be
      paid by the Company to the Executive (or his estate, as the case may be)
      net of any deduction or withholding that the Company is, by law, required
      to deduct or withhold. The Executive will be solely responsible for paying
      any income tax or other tax payable in respect of such remuneration,
      except in the case where the Company has made a deduction or withholding
      in which case the Company is responsible that such amount be properly
      remitted.

	 	 
	9. 	
      Benefits. The Company will provide the Executive
      with benefits and perquisites commensurate to those that it provides, from
      time to time, to the most senior executive officers of the Company and its
      subsidiaries including, without limitation, international medical and
      dental insurance coverage and participation (based on the number of years
      that the Executive has acted as an executive officer of the Company or any
      of its subsidiaries before and after the date of this Agreement) in any
      pension plan, if, as and when implemented by the Company, in which
      executive officers of the Company and its subsidiaries are eligible to
      participate. The Company will also pay to the Executive an offsite
      location allowance (the “Monthly Expense Allowance”) of one thousand
      Canadian dollars (CDN$1,000) per month (or such higher amount per month as
      may from time to




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      time be agreed in writing by the Company) to offset
      personal travel and living expenses incurred by the Executive in carrying
      out the Employment Duties at the Place of Employment. The Executive will
      be entitled to receive the Monthly Expense Allowance retroactive to August
      1, 2007 and the Monthly Expense Allowance will be paid monthly regardless
      of the amount of personal travel and living expenses actually incurred by
      the Executive.

	 	 
	10. 	
      Reimbursement of Expenses. The Executive may incur
      reasonable expenses in excess of the Monthly Expense Allowance for
      furthering the Company's Business, including expenses for entertainment,
      travel, and similar items. The Company will reimburse the Executive for
      all business expenses in excess of the Monthly Expense Allowance at the
      same time and in the same manner as each monthly installment of Basic
      Salary after the Executive presents an itemized account of expenses,
      including original receipts, pursuant to Company policy. If the Executive
      provides such itemized account at least seven (7) days prior to the date
      upon which his next installment of Basic Salary is due and payable, the
      Company will reimburse such expenses at the same time as it pays such
      installment of Basic Salary.

	 	 
	11. 	
      Vacation. The Executive will be entitled to a
      yearly paid vacation of four (4) weeks and such additional vacation time
      as may be approved from time to time by the Board.

	 	 
	12. 	
      Policies and Procedures. The Executive will abide
      by all Company policies and procedures, which policies and procedures may
      be updated and changed at any time at the discretion of the Company,
      acting reasonably.

	 	 
	13. 	
      Privacy. The Company may monitor and/or review all
      email, voice mail, Internet browser usage and phone calls when deemed
      necessary by the Company without prior notice, which email, voice mail,
      Internet browser usage or phone calls are/were performed using Company
      property and/or services.

	 	 
	14. 	
      Confidentiality. The Executive will not, during or
      after the term of his employment, reveal any confidential information or
      trade secrets of the Company to any person, firm, corporation, or entity.
      If the Executive reveals or threatens to reveal any such information, the
      Company will be entitled to an injunction restraining the Executive from
      disclosing same, or from rendering any services to any entity to whom said
      information has been or is threatened to be disclosed. The right to secure
      an injunction is not exclusive, and the Company may pursue any other
      remedies it has against the Executive for a breach or threatened breach of
      this condition, including the recovery of damages from the Executive. The
      Executive will promptly sign and deliver the Company's form of
      Confidentiality and Non-Competition Agreement as a condition of continuing
      employment.

	 	 
	15. 	
      Disability.

	 	 
	15.1 	
      If the Executive is absent from work or is unable to
      fully and effectively perform his duties because of illness or incapacity
      or for any other reason (collectively,
“Disability”),




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      then subject to Sections 15.2 and 15.3, the Company will
      continue to pay the Executive the Basic Salary.

	 	 	 
	15.2 	
      If the Executive is absent from work or is unable to
      fully and effectively perform his duties due to a Disability, and if he is
      entitled to receive payments under any disability insurance plan for
      senior executives of the Company (when established by the Company and
      which disability insurance plan provides payments commensurate with the
      Basic Salary), then the Company’s obligation to pay the Basic Salary will
      be reduced by any amounts received under such disability insurance
      plan.

	 	 	 
	15.3 	
      Notwithstanding Section 15.2, if the Executive is absent
      from work or is unable to fully and effectively perform his duties due to
      a Disability or any other reason, for a continuous period of more than two
      hundred and seventy (270) days or for an aggregate period of more than two
      hundred and seventy (270) days in any period of three hundred and sixty
      five (365) days, then the Company will have the option to terminate the
      Executive's employment upon thirty (30) days prior written notice by
      making the Severance Payment in accordance with Section 16.3.

	 	 	 
	16. 	
      Termination of Employment by the Board.

	 	 	 
	16.1 	
      The Board may terminate the Executive's employment and
      this Agreement at any time upon thirty (30) days prior written notice by
      making the Severance Payment in accordance with Section 16.3.

	 	 	 
	16.2 	
      Notwithstanding Section 16.1, the Company may terminate
      the Executive's employment upon fourteen (14) days prior written notice by
      making the Severance Payment in accordance with Section 16.3 should any of
      the following events occur:

	 	 	 
		(a) 	
      the Company decides to terminate its business and
      liquidate its assets; or

	 	 	 
		(b) 	
      bankruptcy or reorganization of the Company to protect
      its assets from creditors.

	 	 	 
	16.3 	
      Severance Payment. For the purposes of this
      Section 16, “Severance Payment” means a lump sum equal to the aggregate of
      (i) three hundred and fifty thousand Canadian dollars (CDN$350,000), plus
      (ii) an amount equal to the greater of (A) five hundred per cent (500%) of
      the Annual Cash Bonus that the Executive would have earned as of the end
      of the fiscal year in which the Executive’s employment is terminated if
      all of the applicable Bonus Targets had been achieved (irrespective of
      whether such Bonus Targets were established for the period in question),
      or (B) two hundred and fifty per cent (250%) of the Executive’s Basic
      Salary for an entire year. The Severance Payment will be paid, at the
      Canadian dollar equivalent on the date of payment, in United States
      dollars or such other currency as the Executive and the Company mutually
      agree in writing. If at any time the Company is required to make the
      Severance Payment in connection with a termination of the Executive’s
      employment hereunder, the Company will, for a period of thirty (30) months
      from termination of employment, provide the Executive with the same
      benefits and perquisites to which he was entitled prior to the termination
      of his employment and all vested and unvested stock options held by the
      Executive will be deemed vested and will remain exercisable by the
      Executive until the earlier of (i) their




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      Expiry Date as defined Section 1.1(c) of the Stock Option
      Agreement(s) between the parties or (ii) one hundred and eighty (180) days
      from termination of employment, which date supersedes the date of
      termination set out in Section 1.7(d) of the Stock Option Agreement(s)
      between the parties.

	 	 
	16.4 	
      The Company may terminate the Executive's employment
      without notice and/or payment of the Severance Payment if the Executive
      commits an act of fraud as determined and finally adjudicated by a court
      of competent jurisdiction in Canada.

	 	 
	17. 	
      Termination of Employment by the
  Executive.

	 	 
	17.1 	
      The Executive may, for any reason, terminate his
      employment upon six (6) months' written notice to the Company. Following
      such notice from the Executive, the Company may require the Executive to
      perform his duties to the date of termination, or some other mutually
      agreed earlier date of termination, and the Executive will be paid his
      prevailing Basic Salary and Monthly Expense Allowance to the date of
      termination (plus any applicable Annual Cash Bonus with Bonus Targets
      being considered fully met irrespective of whether such Bonus Targets were
      established for the period in question, prorated up to and including the
      end of the month in which the date of termination occurs) but the Company
      will be under no obligation to make the Severance Payment set out in
      Section 16.3.

	 	 
	17.2 	
      If at any time without the Executive’s prior written
      consent (i) any change, event, activity or decision occurs within the
      Company that is materially adverse to the Executive’s position, title,
      status, job description, duties, responsibilities or actual authority
      hereunder, or (ii) the Executive is required by the Company to relocate
      his Place of Employment more than fifty (50) kilometres from his then
      usual Place of Employment, or (iii) the Executive ceases to be a director
      of the Company for any reason other than pursuant to his resignation,
      death or legal disqualification (in each case in (i), (ii) or (iii) above,
      “Good Reason”) then, within thirty (30) days of the Executive becoming
      aware of the existence of a Good Reason, the Executive may give written
      notice of such Good Reason to the Company. If, within fourteen (14) days
      of receipt of the Executive’s notice, the Company has not rescinded or
      rectified the matter constituting the Good Reason, or denied the
      occurrence of the event, the Executive will be entitled for a further
      period of thirty (30) days to give written notice of the termination of
      his employment hereunder. If the Company does rescind or rectify the
      matter and provides written notification of doing so to the Executive, or
      denies the occurrence of the event, within fourteen (14) days from receipt
      of the Executive’s notice of the Good Reason, the Executive will be deemed
      to have accepted such rescindment, rectification or denial unless within
      thirty (30) days of written notification of rescindment, rectification, or
      denial from the Company the Executive elects to dispute such rescindment,
      rectification, or denial by giving written notice of termination of
      employment for Good Reason. Upon having given written notice of
      termination of employment for Good Reason, the Executive will be entitled
      to receive from the Company, and the Company will be obliged to pay to the
      Executive, the Severance Payment in accordance with Section 16.3, subject
      only to Section 17.3.




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	17.3 	
      If the Company disputes the Executive’s right to
      terminate his employment for Good Reason pursuant to Section 17.2, such
      dispute will be resolved by structured negotiation with the assistance of
      a mediator agreed to by the parties or failing agreement, appointed by the
      British Columbia International Commercial Arbitration Centre under its
      commercial mediation rules. If the dispute cannot be settled within a
      period of thirty (30) days after the mediator has been appointed, or such
      longer period agreed to by the parties, the dispute will be referred to
      and finally resolved by arbitration in Vancouver, British Columbia
      pursuant to the terms of the British Columbia Commercial Arbitration Act.
      The arbitral tribunal will be comprised of a single arbitrator agreed upon
      by the parties. If the parties are unable to agree to the appointment of
      an arbitrator within fifteen (15) days of delivery of a request for
      arbitration by either party to the other, a request for appointment of the
      arbitrator may be made to the Executive Director of the British Columbia
      International Commercial Arbitration Centre. If for any reason the
      Executive Director is unable to make the appointment request, a request
      will be made for appointment of the arbitrator to the Supreme Court of
      British Columbia. Each party will bear its own costs of legal
      representation and assistance. All other costs, including the fees and
      expenses of the mediator, the arbitrator and administrative fees and
      charges, will be as awarded by the arbitrator.

	 	 	 
	18. 	
      Termination of Employment Upon Certain
    Events.

	 	 	 
	18.1 	
      The Executive agrees that this Agreement and his
      employment with the Company will terminate on the earlier of:

	 	 	 
		(a) 	
      the date the Executive has sold such number of common
      shares of the Company (currently owned by the Executive or obtained
      through the exercise of any stock options granted to the Executive) which
      has resulted in aggregate net proceeds of at least four million dollars US
      dollars (USD$4,000,000), or

	 	 	 
		(b) 	
      when the Company’s publicly traded common shares (as
      adjusted for any stock splits, stock dividends, other distributions
      payable solely in additional shares of the Company’s common shares, or any
      other transaction where the Company’s common shares are converted into or
      exchanged for the same or a different number of shares of any class or
      series of stock, whether by recapitalization, reclassification,
      reorganization, merger or otherwise) had a daily close above one dollar
      and twenty cents US funds (USD$1.20) for a period of (6) six consecutive
      months and in each week during such six(6)-month period the average weekly
      trading volume, was in excess of one million two hundred fifty thousand
      (1,250,000) shares (adjusted pro-rata for any trading week of less than 5
      days).

	 	 	 
	18.2 	
      In the event this Agreement is terminated upon the
      occurrence of the events set out in Section 18.1, the Company agrees to
      pay the Executive a lump sum as follows:

	 	 	 
		(a) 	
      the Executive’s Base Salary and Monthly Expense Allowance
      up to the end of the month in which the termination pursuant to Section
      18.1 was effected (the “Termination Date”)
plus,




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		(b) 	
      the equivalent of the Executive’s Base Salary and Monthly
      Expense Allowance which would have been paid during the three (3) month
      period after the Termination Date plus,

	 	 	 
		(c) 	
      a bonus consisting of either (i) if the Termination Date
      is the fiscal year end of the Company, then one hundred per cent (100%) of
      the Executive’s Annual Cash Bonus [i.e. fifty per cent (50%) of the
      Executive’s Base Salary] pro-rated for a three (3) month period after the
      Termination Date and if not already paid, the Annual Cash Bonus for the
      fiscal year in which the Executive’s employment is terminated; or (ii) if
      the Termination Date is not the fiscal year end of the Company then, one
      hundred per cent (100%) of the Executive’s Annual Cash Bonus [i.e. fifty
      per cent (50%) of the Executive’s Base Salary] (pro-rated as necessary for
      any partial fiscal year) for the period commencing on the start of the
      Company’s fiscal year in which the Executive’s employment is terminated
      and ending after a three (3) month period after the Termination
    Date.

	 	 	 
	18.3 	
      In the event this Agreement is terminated upon the
      occurrence of the events set out in Section 18.1, the Company also agrees
      to the following:

	 	 	 
		(a) 	
      for a period of twelve (12) months after the Termination
      Date, it will provide the Executive with the same benefits and perquisites
      to which he was entitled prior to the termination of his employment and
      all vested and unvested stock options held by the Executive will be deemed
      vested and will remain exercisable by the Executive until the earlier of
      (i) their Expiry Date as defined in Section 1.1(c) of the Stock Option
      Agreement(s) between the parties, or (ii) one hundred and eighty (180)
      days from the Termination Date, which date supersedes the date of
      termination set out in Section 1.7(d) of the Stock Option Agreement(s)
      between the parties; and

	 	 	 
		(b) 	
      reimburse the Executive for any other expenses incurred
      prior to the Termination Date, in furthering the Company’s Business, in
      accordance with Section 10.

	 	 	 
	18.4 	
      The Executive agrees that if his employment is terminated
      pursuant to Section 18.1, the payments referred to in Section 18.2 and
      18.3 will be in full compensation for the termination of his employment,
      irrespective of Sections 16 and 17 of this Agreement.

	 	 	 
	19. 	
      Death Benefit. If the Executive dies during the
      term of employment, the Company will pay to the Executive's estate an
      amount equal to (i) the Executive's prorated Basic Salary up to and
      including the end of the month in which death occurred, plus (ii) the
      Annual Cash Bonus that the Executive would have earned during the fiscal
      year in which the Executive’s death occurred with Bonus Targets being
      considered fully met irrespective of whether such Bonus Targets were
      established for the period in question, prorated up to and including the
      end of the month in which death occurs (the “Death Benefit”). If, for any
      reason, the Executive and the Board have not agreed upon the amount of the
      Annual Cash Bonus that the Executive is eligible to receive in respect of
      the year in which the Executive’s death occurs, the amount of the Annual
      Cash Bonus for the purposes of calculating the amount payable to the
      Executive’s estate will be deemed to be an
amount




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      equal to one hundred per cent (100%) of the Executive’s
      Basic Salary for an entire year. The Death Benefit will be paid, at the
      Canadian dollar equivalent on the date of payment, in United States
      dollars or such other currency as the Executive’s estate and the Company
      mutually agree in writing.

	 	 
	20. 	
      Assistance in Litigation. Executive will upon
      reasonable notice and at the Company's expense, furnish such information
      and proper assistance to the Company as it may reasonably require in
      connection with any litigation in which it is, or may become, a party
      either during or after employment. The Executive may, at its option and at
      the Company's expense, retain a lawyer to attend with the Executive at any
      legal proceedings, which the Company requires the Executive to be present
      at.

	 	 
	21. 	
      Effect on Prior Agreements. This Agreement
      supersedes any prior employment agreement between the Company or any
      predecessor of the Company and the Executive.

	 	 
	22. 	
      Disputes. All disputes arising out of or relating
      to this Agreement except for a dispute pursuant to Section 16.4, will be
      resolved in the same manner as a dispute contemplated in Section 17.3 and
      judgment on the award rendered by the arbitrator(s) may be entered in any
      court having jurisdiction thereof.

	 	 
	23. 	
      Severability. If, for any reason, any provision of
      this Agreement is held invalid, all other provisions of this Agreement
      will remain in effect. If this Agreement is held invalid or cannot be
      enforced, then to the full extent permitted by law any prior agreement
      between the Company (or any predecessor thereof) and the Executive will be
      deemed reinstated as if this Agreement had not been executed.

	 	 
	24. 	
      Assumption of Agreement by Company's Successor and
      Assignees. The Company’s rights and obligations under this Agreement
      will enure to the benefit and be binding upon the Company’s successors and
      assignees.

	 	 
	25. 	
      Oral Modifications Not Binding. Oral modifications
      to this Agreement will have no effect. This Agreement may be modified only
      by a written agreement signed by the party against whom enforcement of any
      waiver, change, modification, extension, or discharge is sought.

	 	 
	26. 	
      Notices. Except as otherwise expressly provided
      herein, any and all notices or demands which must or maybe given hereunder
      or under any other instrument contemplated hereby will be given by
      delivery in person or by regular mail or by facsimile transmission to the
      parties' respective address set out on the first page of this Agreement.
      All such communications, notices or presentations and demands provided for
      herein will be deemed to have been delivered when actually delivered in
      person to the respective party, or if mailed, then on the date it would be
      delivered in the ordinary course of mail, or if sent by facsimile
      transmission, on the date of receipt of confirmation that the transmission
      has been received. Any party may change its address hereunder on twenty
      (20) days notice to the other party in compliance with this
  section.

	 	 
	27. 	
      Governing Law. This Agreement will be governed by
      and interpreted in accordance with the laws of British Columbia and the
      laws of Canada applicable therein without
regard




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for any conflict of laws or choice of
laws principles that would permit or require the application of the laws of any
other jurisdiction.

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

	COUNTERPATH CORPORATION 	) 	MARK BRUK 
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	/s/ Owen Matthews	) 	/s/
      Mark Bruk
	(Authorized Signatory) 	) 	Signature of Executive 
	  	) 	  



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