EXHIBIT
      14(a)(i)








**LIVEREEL
      MEDIA CORPORATION**





**CHARTER
      FOR
      THE CORPORATE GOVERNANCE COMMITTEE OF**


**THE
      BOARD
      OF DIRECTORS**





**1.
      PURPOSE**





The
      primary
      function of the Corporate Governance Committee is to assist the Board of
      Directors in fulfilling its corporate governance oversight
      responsibilities.





**2.
      MEMBERSHIP AND ORGANIZATION**





1. **Composition** — The
      Corporate
      Governance Committee shall consist of not less than three members of the Board.
      At the invitation of the Corporate Governance Committee, members of the
      Company’s senior management and others may attend Corporate Governance Committee
      meetings as the Corporate Governance Committee considers necessary or
      desirable.





2. **Appointment
      and Removal of Corporate Governance Committee Members** — Each
      member of the
      Corporate Governance Committee shall be appointed by the Board on an annual
      basis and shall serve at the pleasure of the Board, or until the earlier of
      (a)
      the close of the next annual meeting of the Company’s shareholders at which the
      member's term of office expires, (b) the death of the member, or (c) the
      resignation, disqualification or removal of the member from the Corporate
      Governance Committee or from the Board. The Board may fill a vacancy in the
      membership of the Corporate Governance Committee.





3. **Chair** — At
      the time of the
      annual appointment of the members of the Corporate Governance Committee, the
      Board shall appoint a Chair of the Corporate Governance Committee. The Chair
      shall: be a member of the Corporate Governance Committee, be an independent
      director, preside over all Corporate Governance Committee meetings, coordinate
      the Corporate Governance Committee's compliance with this mandate, work with
      management to develop the Corporate Governance Committee's annual work-plan
      and
      provide reports of the Corporate Governance Committee to the Board.





4. **Independence** --
      A majority of
      the members of the Corporate Governance Committee shall meet any requirements
      promulgated by any exchange upon which securities of the Company are traded,
      or
      any governmental or regulatory body exercising authority over the Company
      (collectively, the “Applicable Requirements”) related to
      independence.





**3.
      MEETINGS**





1. **Meetings** — The
      members of the
      Corporate Governance Committee shall hold meetings as are required to carry
      out
      this mandate. The Chair, any member of the Corporate Governance Committee,
      the
      Chairman of the Board or the Chief Executive Officer may call meetings of the
      Corporate Governance Committee by notifying the Company’s Corporate Secretary
      who will notify the members of the Corporate Governance Committee. In the
      absence of the Chair, the members of the Corporate Governance Committee present
      may appoint a chair from their number for a meeting.











2. **Corporate
      Secretary and Minutes** — The
      Corporate
      Secretary, his or her designate or any other person the Corporate Governance
      Committee requests, shall act as secretary of Corporate Governance Committee
      meetings. Minutes of Corporate Governance Committee meetings shall be recorded
      and maintained by the Corporate Secretary and subsequently presented to the
      Corporate Governance Committee for approval.





3. **Quorum** — A
      majority of the
      members of the Corporate Governance Committee shall constitute a
      quorum.





4. **Access
      to
      Management and Outside Advisors** — The
      Corporate
      Governance Committee shall have unrestricted access to the Company’s management
      and employees. The Corporate Governance Committee shall have the authority
      to
      retain external legal counsel, consultants or other advisors to assist it in
      fulfilling its responsibilities and to set and pay the respective compensation
      for these advisors without consulting or obtaining the approval of the Board
      or
      any Company officer. The Company shall provide appropriate funding, as
      determined by the Corporate Governance Committee, for the services of these
      advisors.





**4.
      FUNCTIONS AND RESPONSIBILITIES**





The
      Corporate
      Governance Committee shall have the functions and responsibilities set out
      below
      as well as any other matters that are specifically delegated to the Corporate
      Governance Committee by the Board. In addition to these functions and
      responsibilities, the Corporate Governance Committee shall perform the duties
      required of a corporate governance committee by Applicable
      Requirements.





4. **Oversight
      of Corporate Governance Matters**





a.
      Governance Framework - At least annually, the Corporate Governance Committee
      shall review and, if advisable, approve and recommend for Board approval, the
      Company’s corporate governance framework generated by management.


b.
      Governance Activity - At least annually, the Corporate Governance Committee
      shall review the Company’s corporate governance activities and approve changes
      it considers appropriate. As part of its review, the Corporate Governance
      Committee shall take into account Applicable Requirements and best practices.
      At
      least annually, the Corporate Governance Committee shall report to the Board
      on
      the state of the Company’s corporate governance activities.


c.
      Governance Disclosure — The
      Corporate
      Governance Committee shall prepare, in conjunction with management, corporate
      governance disclosure for the Company’s annual reports and management
      information circulars.








5. **Performance
      of the Board and its Committees**





a.
      Director Qualifications/Competencies — The
      Corporate
      Governance Committee shall establish and recommend for Board approval
      appropriate criteria for the selection and composition of Board and Board
      committee members, including criteria for determining director independence.
      At
      least annually, the Corporate Governance Committee shall review the Company’s
      director qualification criteria and recommend for Board approval changes it
      considers appropriate in light of Applicable Requirements.


b.
      Director Orientation — The
      Corporate
      Governance Committee shall oversee the development of the Company’s director
      orientation program. At least annually, the Corporate Governance Committee
      shall
      review this program and approve changes it considers appropriate.


c.
      Governing Documents Review — At
      least annually,
      the Corporate Governance Committee shall review and assess the adequacy of
      the
      Company’s organizing documents and by-laws, and the mandate, charters, and role
      descriptions for the Board, each Board committee, the Chief Executive Officer
      and the Chairman of the Board (the “Governing Documents”) to determine if
      amendment in light of principles and policies of corporate governance developed
      by the Corporate Governance Committee is advisable, and if so, approve and
      recommend for Board approval amendments to the Governing Documents. d.
      Performance Assessment — At
      least annually,
      the Corporate Governance Committee shall conduct an assessment of the
      performance of the Board, the individual directors, each Board committee and
      the
      Chairman of the Board against their respective mandates and any other criteria
      the Corporate Governance Committee considers appropriate. The Corporate
      Governance Committee shall report its findings to the Board and, based on those
      findings, recommend any action plans that the Corporate Governance Committee
      considers appropriate.


e.
      Evaluation of Independence — At
      least annually,
      the Corporate Governance Committee shall evaluate each director against the
      independence criteria approved by the Board and Applicable Requirements and
      shall make a recommendation to the Board, based on these criteria, on the
      independence of each director.





6. **Chief
      Executive Officer and Chairman of the Board Succession** — At
      least annually,
      and in conjunction with the Chief Executive Officer and the Chairman of the
      Board, the Corporate Governance Committee shall review a succession and
      emergency preparedness plan for the Chief Executive Officer and the Chairman
      of
      the Board and recommend these plans for Board approval. The Corporate Governance
      Committee may recommend for Board approval the removal of the Chief Executive
      Officer, the Chairman of the Board or any director of the Board for any reason
      the Corporate Governance Committee considers appropriate. Upon the vacancy
      of
      the Chief Executive Officer or the Chairman of the Board, the Corporate
      Governance Committee may make a replacement recommendation to the Board based
      on
      the applicable succession plan; provided that to the extent that any
      recommendation requires the appointment of a new director to the Board, the
      recommendation shall instead be made to the Nominating Committee.





7. **Compliance
      with Code of Business Conduct and Ethics** — The
      Corporate
      Governance Committee shall: i. at least annually, review and assess the adequacy
      of and, if advisable, approve and recommend for Board approval of any amendments
      to the Company’s Code of Business Conduct & Ethics; ii. review and, if
      advisable, approve the Company’s processes for administering the Code of
      Business Conduct & Ethics; iii. review with management the results of their
      assessment of the Company’s compliance with the Code of Business Conduct &
Ethics and their plans to remediate any deficiencies identified; and iv. review
      and, if advisable, approve any waiver from a provision of the Code of Business
      Conduct & Ethics requested by a member of the Board or senior
      management.





8. **Delegation** — The
      Corporate
      Governance Committee may, to the extent permissible by Applicable Requirements,
      designate a sub-committee to review any matter within this mandate as the
      Corporate Governance Committee deems appropriate.








**5.
      REPORTING TO THE BOARD**





1.
      The Chair shall report to the Board on material matters arising at Corporate
      Governance Committee meetings and, where applicable, shall present the Corporate
      Governance Committee's recommendations to the Board for its
      approval.


2.
      After each meeting of the Corporate Governance Committee where conduct review
      matters are discussed, the Chair shall report to the Board on the conduct review
      matters considered by the Corporate Governance Committee.





**6.
      BOARD
      ORIENTATION PROGRAM**





1.
      The Chair shall co-ordinate director orientation programs relating to this
      mandate for Corporate Governance Committee members.





**7.
      GENERAL**





1.
      The Corporate Governance Committee shall, to the extent permissible by
      Applicable Requirements, have such additional authority as may be reasonably
      necessary or desirable, in the Corporate Governance Committee’s discretion, to
      exercise its powers and fulfill the duties under this mandate.