Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 10.1






              
THIS CONSULTING AGREEMENT made and effective the 12th day of October,1999. 

BETWEEN:


  
    
      CARBIZ.COM INC., a corporation incorporated under the
        laws of the Province of Ontario, 

      (hereinafter called the "Corporation")

    

  



OF THE FIRST PART;

- and -


  
    
      1043917 ONTARIO INC., a corporation incorporated under
        the laws of the Province of Ontario,

      (hereinafter called the "Consultant")

    

  



OF THE SECOND PART;

and -


  
    
      CARL RITTER, of the City of Toronto, in the Province
        of Ontario, (hereinafter called the "Covenantor")

    

  



OF THE THIRD PART.

              
WHEREAS the Corporation desires to hire the Consultant as an independent
contractor and the Consultant desires to provide services to the Corporation as
a consultant;

              
AND WHEREAS the Covenantor is a principal of the Consultant;

              
NOW THEREFORE IN CONSIDERATION of the premises and respective covenants
hereinafter set forth, the sum of two ($2.00) dollars paid by each of the
parties hereto to the other and other good and valuable consideration (the
receipt and sufficiency whereof is hereby acknowledged), the parties hereby
agree as follows:




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l.            
Relationship

              
The Corporation hereby retains the Consultant as an independent contractor to
serve as a consultant for the Corporation and the Consultant hereby agrees to
such engagement upon the terms and conditions of this Agreement.

2.            
Duties

	 	(a) 	The Consultant shall perform services and duties
        for the Corporation as reasonably requested by Corporation including without
        limitation those services and duties as are set out in Schedule "A" hereto.
        The Consultant agrees to provide the Covenantor at such times as Covenantor
        considers reasonable in the circumstances to perform such services and
        duties. The Consultant acknowledges and agrees that the Consultant and
        the Covenantor will not be obliged to perform their services according
        to any predetermined timetable and that the Consultant and Covenantor
        may devote such time to the Corporation as is required in the circumstances.
      

	 	 	 
	 	(b) 	Unless prevented by ill health or other sufficient
        cause, the Consultant and the Covenantor shall devote, during the Term
        (as hereinafter defined), such time and attention to the business of the
        Corporation as the Consultant and the Covenantor consider appropriate
        in the circumstances. 

	 	 	 
	 	(c) 	The Consultant and the Covenantor shall use their
        best efforts to promote the interests of the Corporation. 



3.            
Term

               
Unless sooner terminated as provided for herein, this Agreement shall remain in
force and effect for an initial term commencing on the date first above written
and ending on January 31, 2005 (the "Term"). This Agreement may be renewed on
the terms and conditions that the Corporation, the Consultant and the Covenantor
consider reasonable in the circumstances.

4.            
Compensation and Benefits

	 	(a) 	Commencing as of the date first above written until
        January 31, 2000 (prorated as applicable to take in consideration a part
        of a week), the Corporation shall pay to the Consultant a fee (the "Consulting
        Fee") of two thousand three hundred and seven dollars and seventy cents
        ($2,307.70) Dollars per week, in advance. 

	 	 	 
	 	(b) 	Commencing on February 1, 2000, until and including
        January 31, 2001, the Corporation shall pay to the Consultant a Consulting
        Fee of one hundred and sixtyfive thousand ($165,000.00) dollars per annum
        plus GST, payable weekly, in advance; 








-3-

	 	(c) 	Commencing on February 1, 2001, until and including
        January 31, 2002, the Corporation shall pay to the Consultant a Consulting
        Fee of one hundred seventythree thousand two hundred and fifty ($173,250.00)
        dollars per annum plus GST, payable weekly, in advance; 




	 	(d) 	Commencing on February 1, 2002, until and including
        January 31, 2003, the Corporation shall pay to the Consultant a Consulting
        Fee of one hundred and eighty-one thousand nine hundred and twelve dollars
        and fifty cents ($181,912.50) per annum plus GST, payable weekly, in advance;
      

	 	 	 
	 	(e) 	Commencing on February 1, 2003, until and including
        January 31, 2004, the Corporation shall pay to the Consultant a Consulting
        Fee of one hundred and ninety-one thousand and eight dollars and thirteen
        cents ($191,008.13) per annum plus GST, payable weekly, in advance; 

	 	 	 
	 	(f) 	Commencing on February 1, 2004, until and including
        January 31, 2005, the Corporation shall, pay to the Consultant a Consulting
        Fee of two hundred thousand five hundred and fifty-eight dollars and fifty-three
        cents ($200,558.53) per annum plus GST, payable weekly, in advance; 

	 	 	 
	 	(g) 	The Consultant shall be entitled to reimbursement
        of all actual reasonable expenses incurred by the Consultant in connection
        with its duties hereunder including without limiting the generality of
        the foregoing a car allowance of $500.00 per month (plus GST), provided
        that a proper statement itemizing such expenses and proper vouchers and
        receipts in support of same is submitted by the Consultant to the Corporation
        from time to time in accordance with any accounting practices adopted
        by the Corporation. 

	 	 	 
	 	(h) 	The Corporation agrees to review on an annual basis
        commencing April 1, 2001 the Consulting Fee and car allowance payable
        under this Agreement and, if the Corporation agrees that it is reasonable
        in the circumstances, to increase the Consulting Fee and/or car allowance.
      








-4-

	 	(i) 	The Corporation acknowledges and agrees that the
        Covenantor is entitled, upon providing the Corporation with reasonable
        notice, to not provide services nor attend at the offices of the Corporation
        for a period of four (4) weeks in such duration as the Covenantor requests
        (ie daily or weekly) in any 365-day period during the Term. 

	 	 	 
	 	(j) 	The Consultant and the Covenantor jointly and severally
        agree to indemnify and save harmless the Corporation from and against
        any penalties, fines, costs, losses, damages and expenses that the Corporation
        may sustain or incur as a result of the Corporation not making any statutory
        remittances with respect to the Covenantor including without limitation,
        unemployment insurances premiums, workers compensation payment and income
        tax deductions. 



5.            
Termination

	 	(a) 	The Corporation may at any time, by giving
        written notice to the Consultant, terminate this Agreement if the Consultant
        or the Covenantor does any of the following: 

	 	 	 	 
	 		(i) 
	commits a breach of trust; 

	 	 	 	 
	 		(ii) 
	is grossly negligent in the performance of its duties;
      

	 	 	 	 
	 		(iii) 
	becomes incompetent; and/or, 

	 	 	 	 
	 		(iv) 
	commits a material breach of any provision of this
        Agreement. 

	 	 	 	 
	 		Termination shall be effective when notice
        is given at which time this Agreement shall automatically terminate along
        with the rights and obligations contained herein, including the payment
        of any fee or benefit and all other monies due up to the date of Termination;
        except that the provisions set forth in Sections 6 and 7 hereof shall
        survive after termination and shall continue in full force and effect.
      

	 	 	 	 
	 	(b) 	If during the Term the Covenantor dies,
        this Agreement shall be considered to terminate as of the date of his
        death. In such event, the Consultant shall be paid: 

	 	 	 	 
	 		(i) 
	its Consulting Fee until the date of death of the
        Covenantor; and 

	 	 	 	 
	 		(ii) 
	any benefit to which the Consultant or the Covenantor
        is otherwise entitled as of the date of his death and all other monies
        due up to the date of termination. 








-5-

	 	(c) 	The Corporation may at any time, by giving the Consultant
        two (2) years notice in writing, terminate this Agreement. During the
        two-year notice period, the Consultant shall receive its Consulting Fee
        and all amounts that are payable to the Consultant under the terms of
        this Agreement. The Corporation may also, in lieu of two-years notice,
        terminate this Agreement by delivering to the Consultant a termination
        notice along with an amount, in cash or certified cheque, equivalent to
        two years of the Consulting Fee payable to the Consultant commencing from
        the date said termination notice is delivered along with all other amounts
        payable to the Consultant during said two-year period pursuant to the
        terms of this Agreement. The Corporation agrees that the two-year notice
        period is reasonable in the circumstances. 

	 	 	 
	 	(d) 	The Consultant and the Covenantor may jointly terminate
        this Agreement at any time during the Term n (including any renewals or
        extensions thereof) on three months' notice to the Corporation. 



6.             
Confidentiality

	 	(a) 	The Consultant acknowledges that in providing
        its consulting services to the Corporation, the Consultant and the Covenantor
        will require and be exposed to information about certain matters which
        are confidential to the Corporation or its Subsidiaries and not known
        to the public or to the competitors (the "Confidential Materials and Information"),
        and which Confidential Materials and Information are the exclusive property
        of the Corporation, and includes without limitation the following: 

	 	 	 	 
	 		(i) 
	Confidential methods of operation, which includes
        all information related to the Corporation's or its Subsidiaries unique
        marketing programs, unique products, unique methods, unique service systems,
        unique software programs and trade secrets; 

	 	 	 	 
	 		(ii) 
	All information regarding the Corporation's or its
        Subsidiaries' existing customers and clients, including customer lists,
        contracts, prices, invoices, computer print outs and other similar information;
      

	 	 	 	 
	 		(iii) 
	All information concerning the Corporation's or its
        Subsidiaries' potential customers and clients, including mailing lists,
        prospect cards and other similar information; 

	 	 	 	 
	 		(iv) 
	Any information which gives the Corporation or its
        Subsidiaries an opportunity to obtain an advantage over competitors; 

	 	 	 	 
	 		(v) 
	Financial Information, including the Corporation's
        or its Subsidiaries' costs, sales, income, profits and other similar information;
      








-6-

	 		(vi)
	Business opportunities, including
        all ventures considered by the Corporation or its Subsidiaries, whether
        or not such ventures are pursued; 

	 	 	 	 
	 		(vii)
	Personnel information, including
        the names of employees and applicable remuneration and benefit policy;
        and, 

	 	 	 	 
	 		(viii)
	Computer programs and procedures
        relating to the Corporation's or its Subsidiaries' business including
        without limitation, source codes. 

	 	 	 	 
	 	(b) 	Each of the Consultant and
        the Covenantor acknowledges that the Confidential Materials and Information
        referred to in Subparagraph 6 (a) could be used to the detriment of the
        Corporation. Accordingly, throughout the Term, including any renewals
        or extensions thereof, the Consultant and the Covenantor jointly and severally
        undertake not to disclose to any third party and treat in strict confidence
        all Confidential Materials and Information, except for disclosures necessary
        by the Consultant to properly discharge its duties under this Agreement.
        Further, after the termination of this Agreement, regardless of how that
        termination should occur, the Consultant and the Covenantor jointly and
        severally undertake, without time limitation, not to disclose to any third
        party to treat in strict confidence all Confidential Materials and Information.
      

	 	 	 	 
	 	(c) 	Each of the Consultant and
        the Covenantor jointly and severally understands and agrees that the restrictions
        and covenants contained in this Section 6 constitute a material inducement
        of the Corporation to enter into this Agreement, and that the Corporation
        would not enter into this Agreement absence such inducement. Each of the
        Consultant and the Covenantor jointly and severally agrees that the restrictions
        and covenants contained in this Section 6 shall be construed independent
        of any other provision of this Agreement, and the existence of any claim
        or cause of action by the Consultant or the Covenantor against the Corporation,
        whether predicated under this Agreement or otherwise, shall not constitute
        a defence to the enforcement by the Corporation of the said restrictions
        and covenants contained in this paragraph. Further, any clause or provision
        of this Section 6 that may be found unenforceable shall be considered
        to be severable from the rest of this Section 6, which remaining portion
        shall continue in full force and effect in accordance with the terms of
        this Section 6 and the Agreement. 

	 	 	 	 
	 	(d) 	Each of the Consultant and
        the Covenantor jointly and severally acknowledges, agrees and understands
        that, without prejudice to any and all remedies to the Corporation, an
        injunction is (but is not the only) effective remedy for any breach of
        the Consultant's and the Covenantor's covenants under this paragraph,
        and that the Corporation would suffer irreparable harm and injury in the
        event of any such breach. Accordingly, each of the Consultant and the
        Covenantor jointly and severally hereby agrees that the Corporation may
        apply for and have injunctive relief, including an interim or 








-7-

interlocutory injunction, in any Court
  of competent jurisdiction to enforce any of the provisions in this Section 6
  upon the breach or threaten breach thereof Each of the Consultant and the Covenantor
  jointly and severally further agrees that the Corporation may apply for and
  is entitled to said injunctive relief without having to prove damages, and is
  entitled to all costs and expenses, including legal costs.

7.             
  Non-Competition

	(1) 	In this Agreement, the following expressions
        shall have the following meanings, namely: 

	 	 	 	 
		(a) 
	“Business" means the creation, marketing,
        leasing, licensing, distribution, sale and maintenance of various software
        products for use in the automotive industry; 

	 	 	 	 
		(b) 
	"Prohibited Period" means each of the following
        time periods: 

	 	 	 	 
		 	(i) 
	one (1) year from the date of termination of this
        Agreement; and/or 

	 	 	 	 
		 	(ii) 
	two (2) years from the date of termination of this
        Agreement; and/or 

	 	 	 	 
		 	(iii) 
	three (3) years from the date of termination of this
        Agreement; and/or 

	 	 	 	 
		 	(iv) 
	four (4) years from the date of termination of this
        Agreement; and/or 

	 	 	 	 
		 	(v) 
	five (5) years from the date of termination of this
        Agreement; and/or during the Term. 

	 	 	 	 
		(c) 
	"Prohibited Area" means each of the following
        areas: 

	 	 	 	 
		 	(i) 
	within the Province of Ontario; 

	 	 	 	 
		 	(ii) 
	within the Regional Municipalities of York, Simcoe,
        Peel, Durham and the Municipality of Metropolitan Toronto; 

	 	 	 	 
		 	(iii) 
	all that portion of the Province of Ontario lying
        within a radius of 40 miles of the City of Toronto city hall; 

	 	 	 	 
		 	(iv) 
	all that portion of the Province of Ontario lying
        within a radius of miles of the City of Toronto city hall. 

	 	 	 	 
		(d) 
	"person" includes any individual, firm,
        partnership, joint venture, company, 








-8-

		 	 corporation, syndicate,
        association, government or any department or agency thereof, trustee or
        any other entity or organization and the heirs, executors, administrators
        or other legal representatives of an individual; and words importing "person"
        have similar meanings; 

	 	 	 	 
		(e)	 

      "related" and "associated" shall have the meanings
        ascribed thereto in the Income Tax Act (Canada); 

	 	 	 	 
		(f)	 

      "Specified Capacity" means: 

	 	 	 	 
		 	(a) 
	an individual or proprietor; 

	 	 	 	 
		 	(b) 
	as a co-owner, partner with or shareholder of any
        other person; 

	 	 	 	 
		 	(c) 
	as an employee, officer or director of any other
        person; 

	 	 	 	 
		 	(d) 
	as manager for any other person; 

	 	 	 	 
		 	(e) 
	as agent for any other person; 

	 	 	 	 
		 	(f) 
	as a co-adventurer, joint venturer or participator
        in interest with any person; 

	 	 	 	 
		 	(g) 
	as advisor to any other person; 

	 	 	 	 
		provided always that nothing in this Agreement
        shall prohibit the Consultant or the Covenantor from holding shares, debentures
        or other securities listed on a recognized stock exchange. 

	 	 	 	 
	(2) 	Each of the Consultant and the Covenantor
        jointly and severally covenants and agrees with the Corporation that it\he
        will not, during the Term, including any renewals or extensions thereof,
        and at any time during the Prohibited Period: 

	 	 	 	 
		 	(i) 
	in any Specified Capacity carry on or be engaged
        in the Business within the Prohibited Area; 

	 	 	 	 
		 	(ii) 
	in any other manner whatsoever, carry on, be engaged
        in, concerned with or interested in the Business within the Prohibited
        Area; 

	 	 	 	 
		 	(iii) 
	lend money to, advise, guarantee the debts or obligations
        of any person engaged in the Business within the Prohibited Area; or 

	 	 	 	 
		 	(iv) 
	authorized his name, or any part thereof, being used
        or employed by or 








-9-

	 	 	 	associated with any person engaged in the Business
        within the Prohibited Area. 

	 	 	 	 
	 	 	(v) 
	in any Specified Capacity, solicit the
        customers of the Corporation or its Subsidiaries (as hereinafter defined)
        as such customers exist and/or are known to the Consultant or the Covenantor
        as of the date that the Consultant ceases to be retained by the Corporation
        nor shall he assist, engage in or solicit in any Specified Capacity or
        in any manner whatsoever, any individual, firm, partnership, corporation
        or other entity, soliciting the customers of the Corporation or its Subsidiaries
        as they exist as of date that the Consultant ceases to be retained by
        the Corporation with a view to competing with the Corporation or its Subsidiaries.
      

	 	 	 	 
	 	 	(vi) 
	in any Specified Capacity hire or take
        or caused to be hired or taken away, any employee or former employee of
        the Corporation or its Subsidiaries who was employed by the Corporation
        or its Subsidiaries during the five (5) years preceding the date the Consultant
        ceases to be retained by the Corporation. 

	 	 	 	 
	 	(3) 
	The covenant or covenants in
        Subsection 7(2) and Subparagraphs 7(2)(i) to 7(2)(vi), inclusive, shall
        be construed as if it is or they are divided into separate and distinct
        covenants in respect of each party hereto, each Prohibited Period, each
        Specified Capacity and each geographical area, and each such distinct
        covenant shall constitute a separate covenant severable from all other
        such distinct covenants. Without prejudice to the generality of the foregoing:
      

	 	 	 	 
	 	 	(a) 
	insofar as any such covenant relates to
        a Specified Capacity, it shall be separate and severable from such other
        covenants insofar as it relates to any other Specified Capacity so that
        if any covenant is determined to be unenforceable or declared invalid
        in whole or in part for any reason whatsoever, it shall be deemed not
        to affect or impair the enforceability or validity of any other covenant
        or any part thereof, 

	 	 	 	 
	 	 	(b) 
	insofar as any such covenant relates to
        a Prohibited Period, each time period included in the definition of Prohibited
        Period as set forth in Subsection 7(l)(b) hereof shall produce a separate
        and distinct covenant of the Consultant and the Covenantor for each such
        time period; so that if any of such covenants (being less than all of
        them) are determined to be void, unenforceable or ineffective as a consequence
        of that time period being too long or for any other reason whatsoever,
        then such determination shall not affect or impair the validity of any
        of the remaining covenants; and 

	 	 	 	 
	 	 	(c) 
	insofar as any such covenant relates to a Prohibited
        Area, each geographical area included in the definition of Prohibited
        Area as set forth in Subsection 7(l)(c) of this Agreement shall produce
        a separate and distinct covenant of the 








-10-

	 	 	 	Consultant and the Covenantor for each such geographical
        area; so that if any of such covenants (being less than all of them) are
        determined to be void or unenforceable as a consequence of that area being
        too large or for any other reason whatsoever, then such determination
        shall not affect or impair the validity of any of the remaining covenants.
      

	 	 	 	 
	 	(4) 
	The Consultant and the Covenantor acknowledge,
        agree, and understand that, without prejudice to any and all remedies
        available to the Corporation, an injunction is the only effective remedy
        for any breach of the Consultant's and the Covenantor's covenants under
        this paragraph and that the Corporation would suffer irreparable harm
        and injury in the event of any such breach. Accordingly, the Consultant
        and the Covenantor hereby agree that the Corporation may apply for and
        have injunctive relief, including an interim or interlocutory injunction,
        in any court of competent jurisdiction, to enforce any of the provisions
        in this paragraph upon the breach or threatened breach thereof. The Consultant
        and the Covenantor further agree that the Corporation may apply for and
        is entitled to said injunctive relief without having to prove damages,
        and is entitled to all costs and expenses, including reasonable legal
        costs. 

	 	 	 	 
	 	(5) 
	The Consultant and the Covenantor understand
        and agree that the restrictions and covenants contained in this paragraph
        are reasonable in the circumstances and constitute a material inducement
        to the Corporation to enter into this Agreement, and that the Corporation
        would not enter into this Agreement absent such inducement. The Consultant
        and the Covenantor agree that the restrictions and covenants contained
        in this paragraph shall be construed independent of any other provision
        of this Agreement, and the existence of any claim or cause of action by
        the Consultant against the Corporation, whether predicated under this
        Agreement or otherwise, shall not constitute a defence to the enforcement
        by the Corporation of the said restrictions and covenants contained in
        this paragraph Further, any clause or provision of this paragraph that
        may be found unenforceable shall be considered to be severable from the
        rest of this paragraph, which remaining portions shall continue in full
        force and effect in accordance of the terms of this paragraph and Agreement.
      

	 	 	 
	 	(6) 
	For the purposes of this Agreement, "Subsidiaries"
        mean Data Gathering Service Inc., Aftersale Income Management Inc., 626872
        Ontario Limited and any affiliated, related or subsidiary companies (as
        the terms are defined in the Ontario Business Corporations Act and any
        successor legislation) presently existing or formed during the Term (including
        any renewals or extensions thereof) and their respective successors and
        assigns.



8.            
Waiver of
Breach
               
The waiver by any party of a breach of any provision of this Agreement by
another party shall not operate or be construed as a waiver of any subsequent
breach by any party.




9.            
Assignment
               
The Corporation shall have the tight to assign this Agreement to its
successors and all covenants and agreements hereunder shall enure to the benefit
of and be enforceable by or against its said successors. The term "successor"
shall include any party which buys all or substantially all of the Corporation's
assets, or all of its shares, or with which it amalgamates, merges or
consolidates, or any subsidiary or associate of the Corporation.

10.           Severability
               
If any term or covenant of this Agreement or the application thereof to
any party or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such term or covenant to the
party or circumstance other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and obligation of
this Agreement shall be separately valid and enforceable to the fullest extent
permitted by law.

11.           Notices
               
Any notice required or permitted to be given under this Agreement shall
be in writing and shall be given by prepaid registered mail or personal
delivery. Such notice shall be sent or delivered to the Consultant at his
residence as indicated in the records of the Corporation or office of employment
and to the Corporation at: 180 Lesmill Road, Don Mills, Ontario, M3B 2T5, and
shall be deemed to be given at the time of said personal delivery or, if mailed,
on the third business day following the date of mailing.

12.           Entire
Agreement
               
This Agreement contains the entire agreement of the parties and way not
be changed without the mutual written approval of the Corporation, the
Consultant and the Covenantor.

13.          
Interpretation Not Affected by Headings or Party
Drafting
               
Each party hereto acknowledges that it and its legal counsel have
reviewed and participated in settling the terms of this Agreement, and the
parties hereby agree that any rule of construction to the effect that any
ambiguity is to be resolved against the drafting party shall not be applicable
in the interpretation of this Agreement.

14.           Accounting
Calculations
               
All accounting calculations herein shall be performed by the
accountants of the Corporation in accordance with generally accepted accounting
principles.

15.           Governing
Law
               
This Agreement and the performance or breach hereof shall be governed
by the procedural and substantive laws in effect in the Province of Ontario,
Canada.

16.           Currency
               
All references to currency shall mean lawful money of Canada.




-12-

17.          
Rules and
Regulations
               
Except to the extent inconsistent with this Agreement the Consultant
shall be bound by the reasonable rules and regulations implemented by the
Corporation from time to time,

18.           Counterparts
               
This Agreement may be executed in several counterparts, each of which
so executed shall be deemed to be an original, and such counterparts together
shall constitute but one and the same instrument.

19.           Joint
and Several
Liability
               
All representations, warranties, covenants, undertalangs, indemnities,
guarantees, acknowledgments, understandings, obligations and agreements of the
Consultant and the Covenantor contained in this Agreement, the Schedules
attached hereto and in any agreement, certificate, instrument or document
related to this Agreement are made jointly and severally by the Consultant and
the Covenantor.

20.          
Enurement
               
This Agreement shall enure to the benefit of and shall be binding upon
the parties hereto and their respective heirs, legal representatives, successors
and assigns.




-13-

               
IN WITNESS WHEREOF the parties have executed this Agreement on the date
first above written.


	SIGNED, SEALED AND DELIVERED 	)	 
	in the presence of: 	)	 
	 	)	 
	 	)	 
	/s/ Signature	)	/s/ Carl Ritter
	Witness:	)	CARL RITTER
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 



 CARBIZ.COM INC.

Per: /s/ Signature

Name:

  Title: Director

I HAVE AUTHORITY TO BIND THE CORPORATION 

1043917 ONTARIO INC.

Per: /s/ Carl Ritter

Name: Carl Ritter

  Title: President

I HAVE AUTHORITY TO BIND THE CORPORATION




SCHEDULE “A”

Management of the operations of the Corporation.

Responsible for: Strategic planning and implementation.
Identifying potential acquistions.

Will hold the office of Chairman, CEO and President during the
term of this contract.