##### 



Exhibit 10.2

October 15, 2002

Mr. Allen Palmiere
R.R. #5
Georgetown, Ontario
L7G 4S8

Dear Allen:

This letter (the Agreement) shall serve to set forth our mutual
understanding and agreement as at October 15, 2002 (the Effective Date)
regarding your continued employment as Vice President, Chief Financial Officer,
of Zemex Corporation (the Corporation), pursuant to the following terms and
conditions:



|1. |  | Definitions. Unless otherwise defined herein, capitalized terms have the
meaning set out in Schedule A annexed to this Agreement.                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Term.This Agreement and your employment shall continue from the
Effective Date for an indefinite term unless terminated in accordance with
the terms and conditions set forth in this Agreement.
|  
|3. |  | Duties. Subject always to the control and direction of the Board in
accordance with the Corporations corporate governance practices from time
to time, you shall:                              



| | (a) |  | faithfully serve the Corporation and carry out those
responsibilities as are necessary to perform the functions
associated with the position of Vice President, Chief Financial
Officer;                                                                                                                                                                                             
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | devote all of your working time, skill, experience and
attention to carry out the responsibilities consistent with the
position of Vice President, Chief Financial Officer and not at any
time engage in conduct which would significantly interfere with the
performance of your duties or which would constitute a conflict with
the interest of the Corporation or its affiliates;





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##### 





| | (c) |  | comply with all applicable laws, rules and regulations, and
all requirements of all applicable regulatory, self-regulatory and
administrative bodies; comply with the Corporations rules,
procedures, policies, requirements and directions; and not engage in
any other business or employment without the written consent of the
President, except as otherwise specifically provided herein, it is
being understood that the management of your personal investment and
affairs not relating to the business shall not contravene your
obligations under this Agreement.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | Remuneration.As compensation for the performance of your duties
hereunder:
|-- |  | --------------------------------------------------------------------------



| | (a) |  | the Corporation shall pay to you a salary at the rate of
Cdn$264,000.00 per annum (the Base Salary), payable bi-weekly in
arrears less those deductions, withholdings or contributions which
are required by law. Your Base Salary shall be reviewed by the
Chief Executive Officer and may be increased by such amount as the
Chief Executive Officer in his or her sole discretion shall
determine; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | you shall be entitled to participate in any incentive
compensation plan which is implemented by the Corporation in the
manner and to the extent that senior executives of the Corporation
are permitted to participate as determined by the Board.                                                                                                                                                         



|5. |  | Expenses.The Corporation shall reimburse you for all out-of-pocket
expenses reasonably and properly incurred by you in connection with your
duties hereunder, provided that you shall furnish in a timely manner to
the Corporation statements and reports for all such expenses.                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | Benefits.You shall be entitled to continue to participate in all of the
employee Benefit Plans for senior management of the Corporation resident
in Canada in effect from time to time (the Benefit Plans) in accordance
with the terms of such Benefit Plans. It is understood and agreed that
the Benefit Plans may be amended by the Corporation from time to time.
Your vacation entitlement will continue to be covered by company policy in
effect as of the Effective Date.
|  
|7. |  | Stock Options.In addition to any Options held by you as at the
Effective Date, you shall be eligible for consideration to participate in
and receive Options pursuant to the Stock Option Plan and any other share
compensation arrangements of the Corporation in effect from time to time
in which senior management of the Corporation resident in Canada are
generally eligible to participate.                                                                                 

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##### 





|8. |  | Pension and Supplemental Pension Arrangement. With respect to your
eligibility for participation in the U.S. Pension Plan, the Corporation is
prepared to make the following arrangements:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | the Corporation will use its best efforts to include you as a
participant in the U.S. Pension Plan in accordance with the terms
thereof, as such may be amended from time to time. In addition, the
Corporation shall provide you with a one time lump sum payment of
U.S. $150,000.00 within ten (10) days of the Effective Date; or,                                                                                             
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | in the alternative that the Corporation is unable to include
you in the U.S. Pension Plan, the parties agree that you shall
retain the above lump sum payment and any further consideration to
which the parties mutually agree. For further clarity, should the
Corporation be unable to include you in the U.S. Pension Plan, only
this Article 8 will be renegotiated. The remaining terms and
conditions shall remain in force.



|9.  |  | Termination.                                                                                                                                                                                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.1 |  | Your employment hereunder may be terminated by either the Corporation or
by you, as the case may be, exercised by notice in writing at any time
upon the happening of any of the following events, in which event your
employment shall terminate upon the date specified in such notice:



| | (a) |  | by the Corporation for Cause;                                                                                                                                        
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | by the Corporation in the event of your death;                                                                                                                       
|
| | (c) |  | by the Corporation without Cause (and other than for the
circumstances in paragraph 9.1(b) or 9.1(d) or 9.1(e) or 9.2), in
which case you will receive the following:



| |       |  |                                                                                                                                                                                                                                                                                                                                                                   
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   |  | a lump sum equivalent to eighteen (18) months
(the Notice Period) Base Salary payable at the date of
termination;                                                                                                                                                                                                                                               
|
| | (ii)  |  | an amount in lieu of the value of any bonus
contemplated under paragraph 4(b) that you would have earned
had you been employed for the length of the Notice Period
(calculated based on an average of the annual bonus, if any,
payable to you in respect of each of the three fiscal years of
the Corporation ending immediately prior to your termination
date);
|
| | (iii) |  | continuation, during the Notice Period or until
such time as you secure alternate comparable benefits, of your
participation in the Benefit Plans (excluding short-term
disability, long-term disability                                                                                                                                                          

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| |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |  | and life insurance benefits which shall cease on the date of
termination) in which you participated at the date of
termination or if a plan or program does not permit the
continuance of all or some of the benefits for some or all of
the Notice Period, the Corporation shall make other
arrangements at its own expense to make substantially similar
benefits available to you. The Corporations obligation
hereunder is conditional on you continuing to pay your share,
if any, of the premiums;
|
| | (iv) |  | all Options will vest immediately upon the date
of termination and will cease to be exercisable at the later
of the expiry date of the Option and the end of the Notice
Period provided that the maximum term of any such Option shall
not exceed the period permitted by the Stock Option Plan; and,                                                                                                                                                                                                    
|
| | (v)  |  | entitlement to suitable outplacement counselling
services selected by the Corporation for which the Corporation
shall pay reasonable costs, up to a maximum of 10% of your
annual Base Salary in effect immediately prior to your
dismissal. Notwithstanding the foregoing provisions of this
Section 9.1(c)(v), at your option, the cost to the Corporation
of such outplacement counselling services shall be converted
to a lump sum amount and shall be paid to you immediately.                     



| | (d) |  | by the Corporation, in the event of your Disability, in which
case, you shall be entitled, to the extent you continue to qualify,
to receive the long term disability benefits for executives of the
Corporation in effect at such time in lieu of any other compensation
whatsoever, together with all amounts owing to the effective date of
termination; or
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | by you, by giving two (2) months written notice to the
Corporation.                                                                                                                                                                                                                                                                                          



|9.2 |  | In lieu of and not in addition to the termination payments and benefits
provided in paragraph 9.1 herein, if a Change in Control occurs and if, a
Triggering Event occurs on or before the Expiry Date, you shall be
entitled to elect to terminate your employment with the Corporation and to
receive the following:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | an amount equal to 200% of your annual Base Salary in effect
immediately prior to the Triggering Event;                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | 200% of the average of the annual bonus, if any, payable to
you in respect of each of the three fiscal years of the Corporation
ending immediately prior to the Triggering Event;

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##### 





| | (c) |  | continuation of the Benefit Plans, as they exist immediately
prior to the Triggering Event for a period of twenty-four (24)
months after your election to terminate your employment pursuant to
paragraph 9.2 or until such time as you secure comparable alternate
benefits, whichever first occurs. Notwithstanding the provisions of
this paragraph 9.2(c), at your option on the date of termination,
the cost to the Corporation of such Benefit Plans, or any part of
the benefits under such Benefit Plans as shall be specified by you,
shall be converted to a lump sum amount and shall be paid to you
effective immediately; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | entitlement to suitable outplacement counselling services
selected by the Corporation for which the Corporation shall pay
reasonable costs, up to a maximum of 10% of your annual Base Salary
in effect immediately prior to your dismissal. Notwithstanding the
foregoing provisions of this paragraph 9.2(d), at your option, the
cost to the Corporation of such outplacement counselling services
shall be converted to a lump sum amount and shall be paid to you
immediately.                                                                                                                                                        



|9.3 |  | The terms and conditions contained in 9.2 shall not apply if the
Triggering Event follows a Change in Control which involves the sale of
securities or assets of the Corporation with which you are involved as a
purchaser in any manner, whether directly or indirectly (by way of
participation in a corporation or partnership that is a purchaser or by
provision of debt, equity or purchase  leaseback financing).                                                                                                                                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.4 |  | All termination rights provided for in paragraph 9.2 are conditional upon
you electing to exercise such rights by notice given to the Corporation up
to six (6) months after the Expiry Date and are exercisable only if you do
not resign from your employment with the Corporation or the subsidiary
(other than at the request of the Corporation or the subsidiary) and do
not actively seek alternate employment, in each case for at least 180 days
following the date of the Change in Control.                                                                                                                                                                                                                                       
|   
|9.5 |  | Any payment to be made by the Corporation pursuant to the terms of
paragraph 9 shall be made by the Corporation in cash in a lump sum within
five (5) business days of the giving of notice by you pursuant to
paragraph 9.2 or within five (5) business days of the dismissal from your
employment as referred to in paragraph 9.1(c). Notwithstanding the
foregoing provisions of this paragraph 9.5, at your option, a payment, or
any part thereof as shall be specified by you, to be made to you shall be
deferred to such date or dates as shall be designated in writing by you.
The Corporation shall list the items making up a payment calculated as
provided for in paragraph 9 and shall support the calculation of such
amount.

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##### 





|10. |  | Mitigation.You shall not be required to mitigate the amount of any
payments provided for under paragraph 9.1(c) or 9.2 by seeking other
employment or otherwise, nor shall the amount of any payment provided for
in such paragraph be reduced by any compensation earned by you as a result
of employment by another employer after the effective date of termination,
or otherwise.                                                                                                                                                                                                                                                                        
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|11. |  | Release.Each of the Corporation and you confirm that the provisions of
paragraph 9.1(c) or 9.2 are reasonable and the total amount payable as
outlined therein is an amount which has been agreed between them to be
payable hereunder and is a reasonable estimate of the damages which will
be suffered by you in the event of a termination without Cause and shall
not be construed as a penalty. You agree to accept the payment provided
for in paragraph 9.1(c) or 9.2 in full satisfaction of any and all claims
you have or may have against the Corporation and you agree to release the
Corporation with respect to same upon payment of said sum.
|   
|12. |  | Confidential Information.You agree that all right, title and interest
in and to the Confidential Information shall remain the exclusive property
of the Corporation and the Confidential Information shall be held in trust
by you for the benefit of the Corporation. You shall not, directly or
indirectly, use or exploit the Confidential Information for any
operational, commercial or other purpose whatsoever or in any manner
detrimental to the Corporation or disclose, disseminate, impart or grant
access to the Confidential Information to any person for any purpose.                                                                        
|   
|    |  | You shall not copy, reproduce in any form or store in any retrieval
system or database the Confidential Information without the prior written
consent of the Corporation, except for such copies, reproductions and
storage as may be reasonably required internally by you for the purpose
for which you receive the Confidential Information. You shall return all
Confidential Information to the Corporation on the termination of your
employment or at any other time as may be requested.                                                                                                                                                             
|   
|13. |  | Non-solicitation.You shall not during the term of this Agreement and
for a period of twelve (12) months following termination of employment for
any reason on your own behalf or on behalf of any Person, whether directly
or indirectly, in any capacity whatsoever, alone or through or in
connection with any Person:                                                                                                                                                                                                                                                                                                                                     



| | (a) |  | contact, deal with, pursue, accept, receive or solicit any
business from any person who you know to be a prospective, current
or former client (a Client) of the Corporation for the purpose of
selling to the Client any products or services that are the same as
or substantially similar to, or in
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |     |  | any way competitive with, the products or services sold or intended
to be sold by the Corporation, to your knowledge;                                                                                                                                                                                                                                                                                         
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | solicit the employment or engagement of or otherwise entice
away from the employment of the Corporation or any affiliate any
individual who is employed by the Corporation or any affiliate at
the relevant time;                                                                                                                                                                                             
|
| | (c) |  | procure or assist any Person to solicit the employment or
engagement of or otherwise entice away from the employment of the
Corporation or any affiliate any individual who is employed by the
Corporation. It is understood, however, that the giving of a
reference, whether verbal or written, by you to a potential third
party, on behalf of an employee will not constitute a breach of
paragraph 13(b).



|14. |  | Survival. Notwithstanding the termination of this Agreement, (a) neither
party shall be released from any obligation that accrued prior to the date
of termination and more; and (b) each party shall remain bound by the
provisions of this Agreement which by their terms impose obligations upon
that party that extend beyond the termination of this Agreement and more
particularly, but not limited to, paragraphs 9, 12 and 13 hereof.                                                         
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|15. |  | Assignment.Except as otherwise expressly provided herein, neither this
Agreement nor any rights or obligations shall be assignable by either
party without the prior written consent of the other party hereto.                                                                                                                                                                                                                                                                                        
|   
|16. |  | Amendment and Waiver.No supplement, modification, amendment or waiver
of this Agreement shall be binding unless executed in writing by both
parties. No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provision (whether or not similar) nor
shall such waiver constitute a continuing waiver unless otherwise
expressly provided.                                                                                                                          
|   
|17. |  | Successors and Assigns.This Agreement shall enure to the benefit of and
be binding upon the parties and their respective heirs, executors and
administrators or successors and permitted assigns, as the case may be.                                                                                                                                                                                                                                                                                  
|   
|18. |  | Severability.If any provision in this Agreement is determined to be
invalid, void or unenforceable by the decision of any court of competent
jurisdiction, which determination is not appealed or appealable for any
reason whatsoever, the provision in question shall not be deemed to affect
or impair the validity or enforceability of any other provision of this
Agreement and such invalid or unenforceable provision or portion thereof
shall be severed from the remainder of this Agreement.
|   
|19. |  | Entire Agreement.This Agreement constitutes the entire agreement
between the parties with respect to the subject matter contemplated herein
and supersedes                                                                                                                                                                                                                                                                                                                                             

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|    |  | and replaces any provision of any other document heretofore entered into
by them with respect to the subject matter of this Agreement, including
but not limited to the Supplemental Retirement Plan for key employees
dated January 1, 2001 and the Change in Control Agreement dated October
1, 1999.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|20. |  | Independent Legal Advice.You acknowledge that you have been advised to
obtain, and that you have obtained or have been afforded the opportunity
to obtain, independent legal advice with respect to this Agreement and
that you understand the nature and consequences of this Agreement.              
|   
|21. |  | Governing Law.This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.                                                                                                                                      
|   
|22. |  | Counterparts.This Agreement may be executed by the parties in one or
more counterparts, each of which when so executed and delivered shall be
deemed to be an original and such counterparts shall together constitute
one and the same instrument.                                                    

If the foregoing correctly sets forth your understanding with respect to
your employment by the Corporation, please so indicate by signing where
indicated below.



|                                                       |  |                   |  |                                               
|------------------------------------------------------ |  | ----------------- |  | ----------------------------------------------
|                                                       |  | ZEMEX CORPORATION
|                                                      
|                                                      
|                                                       |  | By:               |  | /s/  Richard L. Lister                        
|                                                       |  |                   |  |                                               
|                                                       |  |                   |  | Name: Dr. Richard Lister                      
|                                                       |  |                   |  | Title:   President and Chief Executive Officer
|                                                      
|AGREED AND ACCEPTED
as of the date first written above |  |                   |  |                                               
|                                                      
|                                                      
|/s/  Allen J. Palmiere                                 |  |                   |  |                                               
|                                                       |  |                   |  |                                               
|Allen Palmiere                                         |  |                   |  |                                               

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SCHEDULE A

Definitions

In this Agreement, unless the context otherwise requires, the following
terms shall have the following meanings:



| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Affiliateshall have the meaning ascribed thereto in the Securities Act
(Ontario).                                                                                          
|
| | Boardshall mean the board of directors of the Corporation.                                                                                                                 
|
| | Business Daymeans a day other than a Saturday, Sunday, statutory
holiday or other day on which banks are generally closed in Toronto.                                      
|
| | Causeshall mean any act or omission by you which would in law permit
an employer to, without notice or payment in lieu of notice, terminate
the employment of an Executive.
|
| | Change of Controlmeans a transaction or series of transactions whereby
directly or indirectly:                                                                             



| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   |  | any person or combination of persons (other than
Dundee Bancorp Inc. or any affiliate thereof) acting jointly
or in concert obtains a sufficient number of securities of the
Corporation to affect materially the control of the
Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (ii)  |  | if the Executive is primarily employed by the
Corporation, the Corporation shall consolidate or merge with
or into, amalgamate with, or enter into a statutory
arrangement with, any other person (other than a subsidiary of
the Corporation) or any other person (other than a subsidiary
of the Corporation) shall consolidate or merge with or into,
or amalgamate with or enter into a statutory arrangement with,
the Corporation, and, in connection therewith, all or part of
the outstanding voting shares shall be changed in any way,
reclassified or converted into, exchanged or otherwise
acquired for shares or other securities of the Corporation or
any other person or for cash or any other property;
|
| | (iii) |  | if the Executive is primarily employed by the
Corporation, the Corporation shall be liquidated or dissolved
or shall sell or otherwise transfer, including by way of the
grant of a leasehold interest (or one or more of its
subsidiaries shall sell or otherwise transfer, including by
way of the grant of a leasehold interest) property or assets
(A) aggregating more than 50% of the                                                                                                                                                                                                                                                                                                                              





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| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |  | consolidated assets (measured by either book value or fair
market value) of the Corporation and its subsidiaries as at
the end of the most recently completed financial year of the
Corporation or (B) which during the most recently completed
financial year of the Corporation generated, or during the
then current financial year of the Corporation are expected
to generate, more than 50% of the consolidated operating
income or cash flow of the Corporation and its subsidiaries,
to any other person or persons (other than the Corporation or
one or more of its subsidiaries);                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (iv)  |  | if the Executive is primarily employed by a
Subsidiary, the Subsidiary shall be liquidated or dissolved or
shall sell or otherwise transfer, including by way of the
grant of a leasehold interest (or one or more of its
subsidiaries shall sell or otherwise transfer, including by
way of the grant of a leasehold interest) property or assets
(A) aggregating more than 50% of the consolidated assets
(measured by either book value or fair market value) of the
Subsidiary and its subsidiaries as at the end of the most
recently completed financial year of the Subsidiary or (B)
which during the most recently completed financial year of the
Subsidiary generated, or during the then current financial
year of the Subsidiary are expected to generate, more than 50%
of the consolidated operating income or cash flow of the
Subsidiary and its subsidiaries, to any other person or
persons (other than the Corporation, the Subsidiary or one or
more of its subsidiaries);
|
| | (v)   |  | if the Executive is primarily employed by the
Corporation, the Corporation shall issue common shares from
the treasury of the Corporation to any person or company other
than Dundee Bancorp Inc. or any affiliate thereof in a
sufficient number to affect materially the control of the
Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (vi)  |  | if the Executive is primarily employed by a
Subsidiary, (A) a transfer of shares of the Subsidiary or (B)
the issue of treasury shares of the Subsidiary, in either case
having the result that any person or combination of persons
acting jointly or in concert beneficially owns shares or other
securities in excess of the number which, directly or
following conversion thereof, would entitle the holders
thereof to cast 49.9% or more of the votes attaching to all
shares of the Subsidiary which may be cast to elect directors
of the Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (vii) |  | the Incumbent Directors cease to represent a
majority of the members of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | for the purposes of (i) and (v) above, a person or combination of persons
acting jointly or in concert or beneficially owning common shares or
other securities in excess of the number which, directly or following
conversion thereof, would entitle the holders thereof to cast 20% or more
of the votes attaching to all shares of the Corporation which may be cast
to elect directors of the Corporation, (the Voting Shares) shall be
deemed to be in a position to affect materially the control of the
Corporation.                    
|
| | Confidential Informationmeans non-public information not generally
known about the Corporation and/or its affiliates, which the Corporation
and/or any of its affiliates desires to protect and keep secret and
confidential (including information and trade secrets conceived,
originated, discovered or developed by the officers, executives or
consultants either employed by or retained by the Corporation or its
affiliates) concerning the business and affairs of the Corporation and/or
its affiliates including, without limitation:



| | (a) |  | knowledge of all business or financial opportunities which
are or may be available to the Corporation and/or its affiliates;                                                                                                                                                                                                                   
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | all inventions and product enhancements and developments; or                                                                                                                                                                                                                                                                                   
|
| | (c) |  | the present and contemplated plans, strategies, costs,
prices, systems, pricing policies and financial information used by
the Corporation or its affiliates in connection with its business
and client lists and information concerning the customers of the
Corporation and/or its affiliates, their names, addresses, needs and
preferences.



| |                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | It is understood, however, that Confidential Information shall not
include Confidential Information that becomes part of the public domain
by publication or otherwise, not due to any unauthorized act or omission
by you.       
|
| | Disabilityshall mean your inability to substantially fulfil your
duties on behalf of the Corporation such that you have been approved for
long term disability benefits pursuant to the Corporations long term
disability plan.
|
| | Expiry Datemeans thirty months after a Change in Control occurs.                                                                                                                                                                
|
| | Incumbent Directorsmeans the members of the Board holding office at
the Effective Date and any additional directors appointed by or with the
consent of a majority of the Incumbent Directors.                                  
|
| | Optionsmeans those options granted to the Executive pursuant to the
Stock Option Plan.                                                                                                                                          
|
| | Stock Option Planmeans the Corporations stock option plan as the same
is in effect at any relevant time.                                                                                                                       

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| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | Subsidiaryshall have the meaning ascribed thereto in the Securities
Act(Ontario).                                             
|
| | Triggering Eventmeans any one of the following events which occurs
without the express or original agreement of the Executive:



| |       |  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   |  | an adverse change in any of the duties, rights,
discretion, salary or benefits of the Executive as they exist
at the date of this Agreement; or                                                                                                                                                                                                                                                         
|
| | (ii)  |  | a diminution of the title of the Executive as it
exists at the date of this Agreement; or                                                                                                                                                                                                                                                                                                               
|
| | (iii) |  | a change in the person or body to whom the
Executive reports at the date of this Agreement, except if
such person or body is of equivalent rank or stature or such
change is as a result of the resignation or removal of such
person or persons comprising such body, as the case may be,
provided that this shall not include a change resulting from a
promotion in the normal course of business; or



| |                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a change in the municipality at which the Executive is regularly required
to carry out the terms of this employment with the Corporation at the
date of this Agreement unless the Executives terms of employment include
the obligation to receive geographic transfers from time to time in the
normal course of business.

- 4 -