**EXHIBIT 10.5**
**EMPLOYMENT AGREEMENT**
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 1,2003, by and between Imperial Parking Corporation, a Delaware corporation withits principal place of business at 601 West Cordova Street, Vancouver, BritishColumbia V6B 1G1 (the “Company”) and Bruce Newsome, 5741 – 125A Street, Surrey,B.C. V3W 0J3 (“Executive”).
WHEREAS, the Company and Executive wish to amend the terms and conditions uponwhich Executive continues as Chief Financial Officer, Senior Vice-PresidentFinance and Secretary of the Company.
NOW THEREFORE, in consideration of the premises and of the mutual covenants andundertakings stated herein, Executive and the Company hereby agree as follows.
1.    **Period of Employment**. Subject to all of the terms and conditions hereofincluding without limitation, the termination provisions of this Agreement, theterm of this Agreement shall commence on January 1, 2003 and end on March 27,2006 (the “Initial Term”); provided that, this Agreement shall be automaticallyrenewed for additional successive one (1) year periods (each referred to as a“Renewal Term” and the Initial Term or any Renewal Term sometimes referred toherein individually as a “Term” and collectively as the “Employment Period”)unless the Company delivers written notice to Executive at least thirty (30)days prior to the expiration of such Initial Term or Renewal Term of itselection to terminate this Agreement as of the end of the then current Term.By executing this Agreement, the Company and Executive represent that neither(i) the negotiation or execution of this Agreement nor (ii) the performance oftheir respective duties and obligations hereunder, shall violate any otheragreement or law to which such parties are bound or subject.
2.    **Duties and Powers of Executive**.
     (a)       Subject to all of the terms and conditions hereof, during theEmployment Period, the Company shall employ Executive as Chief FinancialOfficer, Senior Vice-President Finance and Secretary of the Company. Inaddition, during the Employment Period, Executive shall also serve in suchcapacity for any and all subsidiaries of the Company, unless Executive waivessuch assignment. During the Employment Period, Executive shall have thesepowers and duties normally associated with the position of Chief FinancialOfficer including responsibility for all financial and accounting affairs ofthe Company and its subsidiaries, and such other powers and duties as may beprescribed by the Company; provided, that, such powers and duties areconsistent with Executive’s position. During the Employment Period, Executiveshall exclusively devote his professional and business time (other thanabsences due to illness or vacation) to Executive’s duties hereunder, exceptthat Executive may serve on boards of directors or advisory boards ofcharitable organizations for reasonable amounts of time and make reasonablepersonal investments; provided, that, such activities do not interfere with hisservices to the Company.
     (b)       In the exercise of any of his responsibilities or authority hereunder,Executive shall act in good faith, and so long as Executive acts in good faith,he will have no liability or obligation to the Company for any act or omissionresulting from carrying out such obligation, irrespective of whether or notsuch act or omission may have been reasonably prudent or in good businessjudgment.
     (c)     The Company shall indemnify and hold Executive harmless from andagainst any and all claims, damages, costs, suits, actions and expenses(including legal fees), arising directly or indirectly, in whole or in part,out of any matter related to the Company, or any action taken by Executivewithin the scope of his duties or authority hereunder, excluding only such ofthe foregoing as arise from negligent acts or bad faith of the CFO and thisindemnity will survive termination or expiration of this Agreement.
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     (d)       Executive shall indemnify and hold the Company harmless from andagainst any and all claims, damages, costs, suits or actions arising out of anybreach, violation or non-performance of any covenant, condition or agreement inthis Agreement set forth and contained on the part of the Executive to befulfilled, kept, observed or performed and this indemnity will survive thetermination or expiration of this Agreement.
3.    **Compensation**.
     (a)       From January 1, 2003 to February 7, 2003, the Company shall payExecutive an annual base compensation of $270,773 CDN and $7,500 USD andthereafter for the remainder of the Employment Period the Company shall payExecutive an annual base compensation of $270,773 CDN and $20,000 USD, inapproximately equal installments in accordance with the Company’s customarypayroll practices (“Base Salary”). During the Employment Period, Executive’sBase Salary shall not be reduced.
     (b)       Executive shall be awarded such stock options as the CompensationCommittee of the Company, in its sole discretion, shall see fit.
     (c)       Executive shall be awarded such annual cash bonus as the CompensationCommittee of the Company, in its sole discretion, shall see fit based primarilyupon the financial performance of the Company. Any such bonus will be paidwithin 120 days of the commencement of the fiscal year of the Company.
4.    **Benefits**.
     (a)       During the Employment Period, the Company shall provide to Executiveall such health insurance, dental insurance, life insurance, disabilityinsurance, retirement savings, pension, and other fringe benefits as areprovided from time to time by the Company to its senior executives generally,in accordance with the Company’s general benefits practices then in effect, inaddition to any fringe benefits provided for expressly in this Agreementwithout regard to eligibility restrictions contained therein.
     (b)       During the Employment Period and upon appropriate documentation, theCompany shall reimburse Executive for all reasonable business and travelexpenses incurred by Executive in performing his duties hereunder in accordancewith the Company’s reimbursement policy for senior executive officers.
     (c)       During the Employment Period, Executive shall be entitled to a minimumof five (5) weeks paid vacation per year and such other paid absences whetherfor holidays, sick days, personal time or any similar purposes in accordancewith the plans, policies and practices of the Company in effect from time totime for senior executive officers generally; provided, however, if less thanfive (5) weeks vacation is taken by Executive in any year, the balance ofvacation time may be taken in whole or in part in any later year or years, inaddition to that year’s vacation time.
     (d)       During the Employment Period, the Company shall contribute $1,125 permonth to a registered retirement plan of the Executive’s choice, for thebenefit of Executive.
     (e)       During the Employment Period, the Company shall reimburse theExecutive for all vehicle lease or purchase payments in the amount of $1,000per month and shall further reimburse Executive for all reasonable motorvehicle expenses and costs.
     (f)       During the Employment Period, the Company shall reimburse theExecutive for all club, membership and association fees and dues in The PointGrey Golf and Country Club and all expenses
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incurred by Executive at such club for business purposes. All personalexpenses at the club shall be paid by Executive.
     (g)       During the Employment Period, the Company shall pay for allprofessional association dues and expenses reasonably incurred by Executive inhis capacity as a chartered accountant.
     (h)       As soon as administratively feasible following the execution of thisAgreement, the Company shall pay directly to Executive’s legal counsel(s) thereasonable attorneys’ fees and costs that Executive incurred in connection withthe negotiation and preparation of this Agreement, provided that such legalfees and costs do not exceed $2,000.
5.    **Termination**. Executive’s employment by the Company hereunder shall endimmediately upon:
     (a)       Receipt by the Company of Executive’s resignation from the Company onno less than forty-five (45) days prior written notice;
     (b)       Executive’s receipt of written notice from the Company of terminationof Executive’s employment on no less than forty-five (45) days prior writtennotice;
     (c)       Executive’s death or Disability; or
     (d)       Expiration of the Employment Period;
and the date on which any of the foregoing terminations shall occur shall bethe “Termination Date” hereunder.
6.    **Payments Upon Termination**.
     (a)       If Executive’s employment hereunder ends by reason of:
      (i)     Resignation by Executive without Good Reason;       (ii)     The termination by the Company for Cause; or       (iii)     Death;
then the Company shall pay Executive’s Base Salary through the TerminationDate, accrued but unpaid bonus for completed performance periods, and any otherpayments or benefits due to Executive under any plan or policy of the Companyor as otherwise set forth in this Agreement. In addition, if Executive’semployment is terminated due to his death, then the Company shall pay to hisbeneficiaries or estate, as the case may be, a prorated bonus for the year oftermination.
     (b)       If Executive’s employment hereunder ends by reason of Disability, thenthe Company shall continue to pay Executive’s Base Salary and pro-rated bonusfor six (6) months offset by any payments Executive should receive under along-term disability plan maintained by the Company or its affiliates. Inaddition, Executive shall be paid any accrued, but unpaid Bonus for completedperformance periods and any other payments or benefits due to Executive underany plan or policy of the Company or as otherwise set forth in this Agreementincluding any benefits that Executive may be entitled to under any disabilityinsurance maintained for the benefit of Executive during the term of hisemployment.
     (c)       If Executive’s employment hereunder ends by reason of:
                  (i)     Termination by the Company without Cause;
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                  (ii)     Resignation by Executive for Good Reason; or
                  (iii)    The Company electing to terminate this Agreement as of theend of the then current Term by delivery of written notice toExecutive in accordance with section 1 of this Agreement,
then the Company shall, within 15 days after the Termination Date, payExecutive a lump sum payment in cash equal to two times the sum of his thenannual Base Salary (“Severance”), together with any other amounts that he isowed under any incentive plans or other benefit plans (including, withoutlimitation, severance or bonus plans) in which he is then participating. Inaddition, the Company shall continue to provide Executive and his family withfully paid health and dental insurance coverage for a period of two yearsfollowing such termination.
     (d)       Termination by the Company for Cause shall mean termination for:
                  (i)     An act or acts of dishonesty or fraud, knowingly and intentionallyundertaken by Executive, and intended to result in enrichment of Executive atthe expense of the Company;
                  (ii)     A significant and material failure to perform the duties andobligations of Executive’s employment which are willful and deliberate onExecutive’s part and which are not remedied or in the process of beingsubstantially remedied in a reasonable period of time after receipt of writtennotice from the Company;
                  (iii)    The final conviction of Executive of, or plea by Executive of guiltyto, an indictable offence involving theft, fraud or any other act inconsistentwith the general level of conduct reasonably expected of a senior financialexecutive; or
                  (iv)    A breach of any material provision of this Agreement which Executivehas failed to cure or to commence to take reasonable steps to cure withinthirty (30) days of written notice thereof by the Company.
For purposes of this paragraph, no act by Executive shall be considered“willful” or “intentional” unless committed in bad faith or without areasonable belief that the act or omission was in the best interests of theCompany. Cause shall not exist under this paragraph unless and until theCompany has delivered to Executive a copy of a resolution duly adopted by amajority of the Board (excluding Executive for purposes of determining suchmajority) at a meeting of the Board called and held for such purpose (afterreasonable, but in no event less than twenty (20) days, notice to Executive andan opportunity for Executive, together with the counsel, to be heard before theBoard), finding that in the good faith opinion of the Board, Executive wasguilty of the conduct set forth in this paragraph and specifying theparticulars thereof in detail. This shall not prevent Executive fromchallenging in any court of competent jurisdiction the Board’s determinationthat Cause exists.
     (e)       Good Reason for resignation by Executive shall mean resignationbecause of:
                  (i)     without the express written consent of Executive, the assignment toExecutive of duties materially adverse and inconsistent in any substantialrespect with Executive’s position, authority and responsibilities at theCompany or any other material change in authority;
                  (ii)     any material failure by the Company to comply with the provisions ofthis Agreement other than any failure remedied by the Company, within thirty(30) days following receipt of notice thereof given by Executive; or
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                  (iii)    any failure of the Company to pay Executive his Base Salary whenotherwise due or any action taken by the Company or the Company to reduce suchBase Salary, other than an inadvertent failure which is immediately remedied bythe Company after notice thereof given by Executive.
     (f)       Disability means the determination by a physician mutually agreeableto the Company and Executive that Executive is unable to perform Executive’sduties hereunder by reason of illness or other physical or mental impairment orcondition for 182 days in any 365 day period.
7.    **Confidentiality; Non-Competition; and Non-Solicitation**.
     (a)       Executive shall hold in a fiduciary capacity for the benefit of theCompany all secret or confidential information, knowledge or data relating tothe Company or its affiliates (“Confidential Information”), which shall havebeen obtained by Executive during Executive’s employment by the Company andwhich shall not be or become public knowledge (other than by acts by Executiveor representatives of Executive in violation of this Agreement). Aftertermination of Executive’s employment with the Company, Executive shall not,without the prior written consent of the Company or as may otherwise berequired by law or legal process, communicate or divulge any such information,knowledge or data to anyone other than the Company and those designated by it.
     (b)       In consideration of the benefits to be provided to Executivehereunder, Executive covenants that he will not, without the prior writtenconsent of the Company, during the Employment Period and the twelve (12) monthperiod immediately following a termination of his employment for any reason(“Restriction Period”) engage in any way, directly or indirectly, in theBusiness (as defined below) within any geographic location in which the Companyis conducting the Business, other than as an employee of the Company. Forpurposes of this Section 7, Business means all activities of the Companyrelating to (i) acquiring, owning, leasing, managing or operating parkingfacilities; (ii) providing consulting services in connection with thedevelopment and operation of parking facilities; (iii) manufacturing,assembling, selling and distributing parking meters and parking facilityoperation and control equipment; and (iv) printing and selling parking tickets.
     (c)       Executive hereby covenants and agrees that, at all times during theRestriction Period, Executive shall not employ or seek to employ any personemployed during such period by the Company, or otherwise encourage or enticesuch person or entity to leave such employment.
8.    **No Set-off**. The Company’s obligations to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not beaffected by any circumstances, including, without limitation, any set-off,counterclaim, recoupment, or other right which the Company or the Company mayhave against Executive or others. In no event, shall Executive be obligated toseek other employment by way of mitigation of the amounts payable to Executiveunder any of the provisions of this Agreement.
9.    **Successors and Assigns**. This Agreement is binding on Executive and theCompany and its successors and assigns; provided, however, that the rights andobligations of the Company under this Agreement may not be assigned to asuccessor without the prior written consent of Executive which consent shallnot be unreasonably withheld. No rights or obligations of Executive hereundermay be assigned by Executive to any other person or entity.
10.    **Governing Law**. This Agreement shall be construed under and governed by thelaws of the Province of British Columbia without regard to the conflicts orchoice of law provisions thereof.
11.    **Severability**. Each section and provision of this Agreement shall beconsidered severable and any invalidity of any provision shall not renderinvalid or impair to any extent any other section or
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provision hereof, all of which shall be interpreted to carry out the intent ofthe parties to the fullest extent permissible under the law.
12.    **Arbitration**. If any dispute arises between the parties with respect to theapplication, interpretation, or termination of this Agreement, then suchdispute shall be submitted to arbitration for resolution in Vancouver, BritishColumbia. The arbitrator shall be selected and the arbitration shall beconducted pursuant to the B.C. *Commercial Arbitration Act*, except that therules set out in that Act are to apply rather than the rules of the BritishColumbia International Arbitration Centre. Any request for arbitration must bemade in writing by the party seeking arbitration and must be delivered by handor sent by registered or certified mail, return receipt requested, postageprepaid, to the other party within 90 days after the date on which the disputebetween the parties first arose. The decision of the arbitrator regarding anysuch dispute shall be final and binding on both parties, and any court ofcompetent jurisdiction may enter judgment upon the award. The Company shallreimburse Executive for all reasonable legal fees and out-of-pocket expensesattributable to the dispute, unless the position taken by the Company is foundto be correct in all material respects.
13.    **Notices**. All notices hereunder shall be in writing and shall be deemed tohave been duly given if delivered by hand or sent by registered or certifiedmail, return receipt requested, postage prepaid, to the party to receive thesame at the address set forth on the first page of this Agreement or at suchother address as may have been furnished to the sender by notice hereunder.All notices shall be deemed given on the date on which delivered or, if mailed,2 days after the date postmarked.
14.    **Survival of Rights and Obligations**. All rights and obligations ofExecutive and the Company arising during the term of this Agreement shallcontinue to have full force and effect after the termination of the Agreementunless otherwise provided herein.
15.    **Miscellaneous**. This Agreement shall contain the entire understandings ofthe parties hereto with respect to the employment of Executive by the Company,and supersede all prior agreements, promises, covenants, arrangements,communications, representations or warranties, whether oral or written, by anyofficer, employee or representative of any party hereto in respect of suchsubject matter. No provision thereof may be altered, amended, modified,waived, or discharged in any way whatsoever except by written agreementexecuted by the parties. No delay or failure of either party to insist, in anyone or more instances, upon performance of any of the terms and conditions ofthis Agreement or to exercise any rights or remedies thereunder shallconstitute a waiver or a relinquishment of such rights or remedies or any otherrights or remedies hereunder. All amounts herein are in Canadian currencyunless otherwise specified. All payments to Executive hereunder shall be paidin Vancouver, Canada.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be dulyexecuted on the date and year first above written.   **BRUCE NEWSOME** **IMPERIAL PARKING CORPORATION**         Charles Huntzinger, President and CEO
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