ex103.htm


    Exhibit
      10.3

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT is made effective as of the .....................2007 (the
“Effective Date”).

    


    BETWEEN:

    


    WPCS
      Australia Pty Ltd ACN 128 426 602, having its registered office care of
      Gilshenan & Luton Legal Group, Level 13, 259 Queen Street, Brisbane Qld
      4000 (“Employer”)

    


    AND

    


    Steven
      Peter James, an individual having an address at 167 Andrew Road,
      Greenbank in the State of Queensland(“Employee”)

    


    WHEREAS,
      Employee has accepted Employer’s offer of employment with Employer, and
      Employer has agreed to employ Employee as such pursuant to the terms and
      conditions of this employment agreement (“this Agreement”).

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
      premises and the mutual covenants, agreements, representations and warranties
      contained herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Employee and Employer hereby
      agree
      as follows:

     

    ARTICLE
      1

    EMPLOYMENT

    


    Employer
      hereby affirms the offer of employment to Employee as Executive Vice President,
      and Employee hereby accepts such employment by Employer for the “Term” (as
      defined in Article 3 below), upon the terms and conditions set forth
      herein.

     

    ARTICLE
      2

    DUTIES

    


    During
      the Term, Employee shall serve Employer faithfully, diligently and to the best
      of his ability and shall use his best efforts to promote the interests and
      goodwill of Employer and any affiliates, successors, assigns, subsidiaries,
      and/or future purchasers of Employer. Employee shall render such services during
      the Term at Employer’s principal place of business or at such other place of
      business as may be determined by the Employer, as Employer may from time to
      time
      reasonably require of him, and shall devote all of his business time to the
      performance thereof. Employee shall have those duties and powers as generally
      pertain to each of the offices of which he holds, as the case may be, subject
      to
      the control of Employer.

     

    ARTICLE
      3

    TERM

    


    The
      “Term” of this Agreement shall commence on the Effective Date and continue
      thereafter for a term of two (2) years, as may be extended or earlier terminated
      pursuant to the terms and conditions of this Agreement. The Term of this
      Agreement shall automatically renew for successive one (1) year periods unless,
      prior to the 30th calendar
      day
      preceding the expiration of the then existing Term, either Employer or Employee
      provides written notice to the other that it elects not to renew the Term.
      Upon
      delivery of such notice, this Agreement shall continue until expiration of
      the
      Term, whereupon this Agreement shall terminate and neither party shall have
      any
      further obligation thereafter arising under this Agreement, except as explicitly
      set forth herein to the contrary.

     

    
      
        
        

      

      
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    ARTICLE
      4

    REMUNERATION

    


    Salary

    


    4.1

    Employer
      shall pay to Employee through James Design Pty Ltd ACN 010 768 359 (“James
      Design”) an annual salary (“the Salary”) of One Hundred and Thirty Thousand
      Dollars $130,000.00 US, exclusive of Employer’s compulsory superannuation
      contributions, to be paid in Australian dollars and cents using the AUD/USD
      spot
      exchange rate published by the Reserve Bank of Australia at midday on 30
      November 2007, in equal installments at the end of such regular payroll
      accounting periods as are established by Employer, or in such other installments
      upon which the parties hereto shall mutually agree, and in accordance with
      Employer’s usual payroll procedures, but no less frequently than
      monthly.

    


    Benefits
      including statutory entitlements

    


    4.2

    During
      the Term and in addition to Employee’s minimum entitlements under statute to
      Employer’s compulsory superannuation contributions, parental leave,
      personal/carer’s leave (including sick leave), annual leave and long service
      leave (the latter where applicable), Employee shall be entitled to participate
      in all medical and other employee benefit plans, including vacation, sick leave,
      retirement accounts and other employee benefits provided by  James
      Design to similarly situated employees on terms and conditions no less favorable
      than those offered to such employees. Such participation shall be subject to
      the
      terms of the applicable plan documents, Employer’s generally applicable
      policies, and the discretion of Employer or any administrative or other
      committee provided for in, or contemplated by, such plan. The compulsory
      superannuation contributions will be remitted by Employer into the fund chosen
      by Employee of which Employee is to inform Employer at the time of signing
      this
      Agreement. If Employee does not choose such a fund, Employer will make
      contributions into any complying fund nominated by it. The amount of any
      contributions of superannuation will form part of Employee’s remuneration
      together with the Salary and the Bonus.

    


    Expense
      Reimbursement

    


    4.3

    Employer
      shall reimburse Employee through James Design for reasonable and necessary
      expenses incurred by him on behalf of Employer in the performance of his duties
      hereunder during the Term in accordance with Employer's then customary policies,
      provided that such expenses are adequately documented.

    


    Automobile

    


    4.4

    Employer
      shall pay to Employee an automobile allowance of AUD$1000 per calendar month
      in
      accordance with Employer’s usual payroll procedures.

    


    Bonus

    


    4.5  

    In
      addition to  the Salary and superannuation contributions, Employee
      shall be entitled to receive through James Design an annual bonus equal to
      3%
      (the "Bonus") of the consolidated annual operating income, before the deduction
      of interest and taxes of designated subsidiaries as assigned by
      Employer.  The amount of the Bonus shall be determined based upon the
      operating income reported in the financial statements of each designated
      subsidiary, as calculated based on US generally accepted accounting principles
      and as audited by the Employer’s accounting firm at year end. Any Bonus amount
      will be payable within thirty (30) days from completion of the audit. The bonus
      shall be paid in AUD.  Employee shall have the right to review and
      independently verify the conclusions of any audit by delivering notice in
      writing to Employer within 30 days after receipt of such audit indicating that
      Employee wishes to exercise his right of review and verification. Within 10
      business days after receipt of any such notice, Employer shall make available
      to
      Employee and his representatives, at reasonable times during normal business
      hours, the books and records of Employer which are reasonably necessary to
      conduct such review and verification. Employee shall cause such review to be
      conducted and concluded as quickly as reasonably practicable and in such a
      manner so as not to unreasonably interfere with the business and operations
      of
      Employer. Any representatives conducting such review shall, prior to being
      given
      access to such books and records, be required to enter into confidentiality
      and
      non-disclosure agreements with Employer on terms and conditions satisfactory
      to
      Employer, acting reasonably. If Employee disputes the results of the audit,
      he
      shall, within 20 days after notice is delivered by Employee to Employer that
      there exist a dispute, be submitted to arbitration as set forth
      below.

     

    
      
        
        

      

      
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    Arbitration

    


    4.6

    Any
      unresolved disputes in regards to the Bonus due from Employer to Employee will
      be subject to arbitration by an independent chartered accountant mutually chosen
      by Employer and Employee at an expense equally borne by both parties. The
      parties shall, within 20 days after appointment of the Arbitrator present their
      written position and related evidence with respect to the unresolved
      disputes.  The Arbitrator shall review evidence accordingly and submit
      a written decision which shall be final and binding on the parties within 20
      days after submission of such evidence.. The Arbitrator shall comply, and the
      arbitration shall be conducted in accordance with the Commercial Arbitration
      Act
      1990 (Qld).

    


    ARTICLE
      5

    OTHER
      EMPLOYMENT

    


    During
      the Term of this Agreement, Employee shall devote substantially all of his
      business and professional time and effort, attention, knowledge, and skill
      to
      the management, supervision and direction of Employer’s business and affairs as
      Employee’s highest professional priority. Except as provided below, Employer
      shall be entitled to all benefits, profits or other issues arising from or
      incidental to all work, services and advice performed or provided by Employee.
      Provided that the activities listed below do not materially interfere with
      the
      duties and responsibilities under this Agreement, nothing in this Agreement
      shall preclude Employee from devoting reasonable periods required
      for:

    


    
      	
               

            	
              (a)

            	
              Serving
                as a member of any organization involving no conflict of interest
                with
                Employer, provided that Employee must obtain the written consent
                of
                Employer;

            


    

    


    
      	
               

            	
              (b)

            	
              Serving
                as a consultant in his area of expertise to government, commercial
                and
                academic panels where it does not conflict with the interests of
                Employer;
                and

            


    

    


    
      	
               

            	
              (c)

            	
              Managing
                his personal investments or engaging in any other non-competing
                business.

            


    

     

    ARTICLE
      6

    CONFIDENTIAL
      INFORMATION/INVENTIONS

    


    Confidential
      Information

    


    6.1

    Employee
      shall not, in any manner, for any reasons, either directly or indirectly,
      divulge or communicate to any person, firm or corporation, any confidential
      information concerning any matters not generally known or otherwise made public
      by Employer which affects or relates to Employer’s business, finances, marketing
      and/or operations, research, development, inventions, products, designs, plans,
      procedures, or other data (collectively, “Confidential Information”) except in
      the ordinary course of Employer’s business or as required by applicable law.
      Without regard to whether any item of Confidential Information is deemed or
      considered confidential, material, or important, the parties hereto stipulate
      that as between them, to the extent such item is not generally known, such
      item
      is important, material, and confidential and affects the successful conduct
      of
      Employer’s business and goodwill, and that any breach of the terms of this
      Section 6.1 shall be a material and incurable breach of this Agreement.
      Confidential Information shall not include information in the public domain
      at
      the time of the disclosure of such information by Employee or information that
      is disclosed by Employee with the prior consent of Employer. This provision
      in
      so far as it requires Employee to not, in any manner, for any reasons, either
      directly or indirectly divulge or communicate the Confidential Information
      to
      any person, firm or corporation except in the ordinary course of Employer’s
      business or as required by applicable law, shall survive the termination of
      this
      Agreement.

     

    
      
        
        

      

      
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    Documents

    


    6.2

    Employee
      further agrees that all documents and materials furnished to Employee by
      Employer and relating to the Employer’s business or prospective business are and
      shall remain the exclusive property of Employer. Employee shall deliver all
      such
      documents and materials, not copied, to Employer upon demand therefore and
      in
      any event upon expiration or earlier termination of this Agreement. Any payment
      of sums due and owing to Employee by Employer upon such expiration or earlier
      termination shall be conditional upon returning all such documents and
      materials, and Employee expressly authorizes Employer to withhold any payments
      due and owing pending return of such documents and materials.

    


    Inventions

    


    6.3

    All
      ideas, inventions, intellectual property, works, writings and other developments
      or improvements conceived or reduced to practice by Employee, alone or with
      others, during the Term of this Agreement, whether or not during working hours,
      that are within the scope of the business of Employer or are created by Employee
      during or arising out of Employee’s employment with Employer, or that relate to
      or result from any of Employer’s work or projects or the services provided by
      Employee to Employer pursuant to this Agreement, shall be the exclusive property
      of Employer. Employee agrees to assist Employer, at Employer’s expense, to
      obtain patents and copyrights on any such ideas, inventions, intellectual
      property, works, writings, and other developments or improvements, and agrees
      to
      execute all documents necessary to obtain such patents and copyrights in the
      name of Employer.

    


    Disclosure

    


    6.4

    During
      the Term, Employee will promptly disclose to  Employer full
      information concerning any interest, direct or indirect, of Employee (as owner,
      shareholder, partner, lender or other investor, director, officer, employee,
      consultant or otherwise) or any member of his immediate family in any business
      that is reasonably known to Employee to purchase or otherwise obtain services
      or
      products from, or to sell or otherwise provide services or products to, Employer
      or to any of its suppliers or customers.

     

    ARTICLE
      7

    COVENANT
      NOT TO COMPETE  AND POST EMPLOYMENT RESTRAINT

    


    7.1

    Except
      as
      expressly permitted in Article 5 above, during the Term of this
      Agreement:

    


    
      	
              (a)

            	
              Employee
                shall not engage, directly or indirectly, in any business or activity
                competitive to any business or activity engaged in by Employer, or
                proposed to be engaged in by Employer
                or,

            


    

    


    
      	
              (b)

            	
              soliciting
                or taking away or interfering with any contractual relationship of
                any
                employee, client, agent, representative, contractor, supplier, vendor,
                customer, franchisee, lender or investor of Employer, or using, for
                the
                benefit of any person or entity other than Employer, any Confidential
                Information of Employer.

            


    

    


    7.2

    Further,
      Employee acknowledges that during the Term of this Agreement Employer will
      not
      only have access to Employer’s Confidential Information but also will develop
      professional and business relationships, knowledge and understanding that are
      assisted by the Employee’s employment with the Employer and which will upon
      termination of this Agreement potentially put Employee in a position to cause
      harm to Employer’s business and to Employer’s legitimate business interests and
      that an award  or payment of damages on their own would not be a
      sufficient remedy for breach by Employee of any of the restraints and covenants
      contained in this Agreement. Employee further acknowledges that Employer can
      seek orders restraining Employee, in addition to any orders that a court,
      tribunal or commission might make for any other remedy which might include
      but
      which is not limited to payment of costs, interest and damages.

     

    
      
        
        

      

      
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    7.3.

    Accordingly
      as at the termination of this Agreement for any reason at all Employee will
      not
      throughout the State of Queensland in any capacity:

    


    
      	
              (a)

            	
              solicit,
                pursue or approach for the purpose of obtaining business or instructions
                to any person, organization or entity who or which is a client, agent,
                representative, contractor, supplier, vendor, customer, franchisee,
                lender
                or investor of Employer or who or which is or has been a client,
                agent,
                representative, contractor, supplier, vendor, customer, franchisee,
                lender
                or investor Employer at any time during the Term of this Agreement
                and
                with whom or with which Employee has business dealings during the
                Term of
                this Agreement or with regard to whom or with which Employee has
                obtained
                Confidential Information and with whom or with which Employer had
                a
                reasonable expectation of engaging in further business at the time
                of the
                termination of this Agreement, and

            


    

    


    
      	
              (b)

            	
              for
                any reason or purpose which competes, directly or indirectly, whatsoever
                with Employer’s business, solicit away from Employer any employee of
                Employer’s with whom Employee have had dealings on the Employer’s behalf
                and/or in respect of whom Employee obtained any confidential or personal
                information as a result of Employee’s employment with Employer, for the
                purposes of offering that person work either as an independent contractor,
                an employee or otherwise.

            


    

    


    7.4

    The
      restrictions contained herein will continue for a maximum enforceable period
      of
      six (6) months from the date of the termination of this Agreement.

     

    ARTICLE
      8

    SURVIVAL

    


    Employee
      agrees that the provisions of Articles 6, 7 and 9 shall survive expiration
      or
      earlier termination of this Agreement for any reasons, whether voluntary or
      involuntary, with or without cause, and shall remain in full force and effect
      thereafter.  Notwithstanding the foregoing, if this Agreement is
      terminated upon the dissolution of Employer, the filing of a winding up
      application by Employer or upon an assignment for the benefit of creditors
      of
      the assets of Employer, Articles 6, 7 and 9 shall be of no further force or
      effect.

     

    ARTICLE
      9

    INJUNCTIVE
      RELIEF

    


    Employee
      acknowledges and agrees that the covenants and obligations of Employee set
      forth
      in Articles 6 and 7 with respect to non-competition, non-solicitation,
      confidentiality and Employer’s property relate to special, unique and
      extraordinary matters and that a violation of any of the terms of such covenants
      and obligations will cause Employer irreparable injury for which adequate
      remedies are not available at law. Therefore, Employee agrees that Employer
      shall be entitled to an injunction, restraining order or such other equitable
      relief (without the requirement to lodge any security) as a court of competent
      jurisdiction may deem necessary or appropriate to restrain Employee from
      committing any violation of the covenants and obligations referred to in this
      Article 9. These injunctive remedies are cumulative and in addition to any
      other
      rights and remedies Employer may have at law or in equity.

    


    
      
        
        

      

      
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    ARTICLE
      10

    TERMINATION

    


    Termination
      by Employee

    


    10.1

    Employee
      may terminate this Agreement for Good Reason at any time upon 30 days written
      notice to Employer, provided the Good Reason has not been cured within such
      period of time.

    


    Good
      Reason

    


    10.2

    In
      this
      Agreement, “Good Reason” means, without Employee’s prior written consent, the
      occurrence of any of the following events, unless Employer shall have fully
      cured all grounds for such termination within thirty (30) days after Employee
      gives notice thereof:

    


    (i)           any
      reduction in Employee’s then current Salary;

    


    
      	
               

            	
              (ii)

            	
              any
                material failure to timely grant, or timely honor, any equity or
                long-term
                incentive award;

            


    

    


    
      	
               

            	
              (iii)

            	
              failure
                to pay statutory entitlements and/or to provide required remuneration
                and/or benefits;

            


    

    


    
      	
               

            	
              (iv)

            	
              the
                removal of Employee from Employee’s position or any changes in the
                reporting structure so that Employee reports to someone other than
                the
                President of Employer;

            


    

    


    
      	
               

            	
              (v)

            	
              any
                material diminution in Employee’s title or duties or the assignment to
                Employee of duties not customarily associated with Employee’s position as
                Executive Vice President of
                Employer;

            


    

    


    
      	
               

            	
              (vi)

            	
              any
                relocation of Employee’s office as assigned to Employee by Employer, to a
                location more than 25 miles from the assigned
                location;

            


    

    


    
      	
               

            	
              (vii)

            	
              the
                failure of Employer to obtain the assumption in writing of its obligation
                to perform this Agreement by any successor to all or substantially
                all of
                the assets of Employer or upon a merger, consolidation, sale or similar
                transaction of Employer or;

            


    

    


    
      	
              (viii)  

            	
              the
                voluntary or involuntary dissolution of Employer, the filing of a
                winding
                up application by Employer or upon an assignment for the benefit
                of
                creditors of the assets of
                Employer.

            


    

    


    The
      written notice given hereunder by Employee to Employer shall specify in
      reasonable detail the cause for termination, and such termination notice shall
      not be effective until thirty (30) days after Employer’s receipt of such notice,
      during which time Employer shall have the right to respond to Employee’s notice
      and cure the breach or other event giving rise to the termination.

    


    Termination
      by Employer

    


    10.3

    Employer
      may terminate its employment of Employee under this Agreement for cause at
      any
      time by written notice to Employee. For purposes of this Agreement, the term
      “cause” for termination by Employer shall be:

    


    
      	
              (a)

            	
              a
                conviction of or plea of guilty, or a consent to an order without
                an
                admission of liability, by Employee, to a felony, or any crime involving
                fraud or embezzlement;

            


    

    


    
      	
              (b)

            	
              the
                refusal by Employee to perform his material duties and obligations
                hereunder;

            


    

    


    
      	
              (c)

            	
              Employee’s
                willful and intentional misconduct in the performance of his material
                duties and obligations; or,

            


    

     

    
      
        
        

      

      
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              (d)

            	
              if
                Employee or any member of his family makes any personal profit arising
                out
                of or in connection with a transaction to which Employer is a party
                or
                with which it is associated without making disclosure to and obtaining
                the
                prior written consent of Employer.

            


    

    


    The
      written notice given hereunder by Employer to Employee shall specify in
      reasonable detail the cause for termination. In the case of a termination for
      the causes described in (a) and (d) above, such termination shall be effective
      upon receipt of the written notice. In the case of the causes described in
      (b)
      and (c) above, such termination notice shall not be effective until thirty
      (30)
      days after Employee’s receipt of such notice, during which time Employee shall
      have the right to respond to Employer’s notice and cure the breach or other
      event giving rise to the termination.

    


    Severance

    


    10.4

    Upon
      a
      termination of this Agreement without Good Reason by Employee or with cause
      by
      Employer, Employer shall pay to Employee all accrued and unpaid compensation
      as
      of the date of such termination, subject to the provision of Section 6.2. Upon
      a
      termination of this Agreement with Good Reason by Employee or without cause
      by
      Employer, Employer shall pay to Employee all accrued and unpaid compensation
      and
      expense reimbursement as of the date of such termination and the “Severance
      Payment.”  The Severance Payment shall be payable in a lump sum,
      subject to Employer’s statutory and customary withholdings.  If the
      termination of Employee hereunder is by Employee with Good Reason, the Severance
      Payment shall be paid by Employer within five (5) business days of the
      expiration of any applicable cure period. If the termination of Employee
      hereunder is by Employer without cause, the Severance Payment shall be paid
      by
      Employer within five (5) business days of termination.  The “Severance
      Payment” shall equal the amount of the Salary payable to Employee under Section
      4.1 of this Agreement from the date of such termination until the end of the
      Term of this Agreement (prorated for any partial month).

    


    Termination
      Upon Death

    


    10.5

    If
      Employee dies during the Term of this Agreement, this Agreement shall terminate,
      except that Employee’s legal representatives shall be entitled to receive any
      earned but unpaid compensation or expense reimbursement due hereunder through
      the date of death.

    


    Termination
      Upon Incapacity

    


    10.6

    If
      during
      the Term of this Agreement Employee suffers and continues to suffer from an
      “Incapacity”(as defined below), then Employer may terminate this Agreement by
      delivering to Employee thirty (30) calendar days prior written notice of
      termination based on such Incapacity, setting forth with specificity the nature
      of such Incapacity and the determination of Incapacity by Employer. For the
      purposes of this Agreement “Incapacity” means Employee’s inability, with
      reasonable accommodation, to substantially perform Employee’s duties, services
      and obligations under this Agreement due to physical or mental illness or other
      incapacity for a continuous, uninterrupted period of sixty (60) calendar days
      of
      unpaid sick leave (exclusive of any Employee’s absences which are subject to
      workers’ compensation coverage and payment) or ninety (90) days of unpaid sick
      leave (exclusive of any Employee’s absences which are subject to workers’
compensation coverage and payment) during any twelve month
      period.  Upon any such termination for Incapacity, Employee shall be
      entitled to be paid any accrued statutory entitlements and any earned but unpaid
      remuneration or expense reimbursement due hereunder through the date of
      termination.

     

    ARTICLE
      11

    PERSONNEL
      POLICIES, CONDITIONS, AND BENEFITS

    


    Except
      as
      otherwise provided herein, Employee’s employment shall be subject to the
      personnel policies and benefit plans which apply generally to Employer’s
      employees as the same may be interpreted, adopted, revised or deleted from
      time
      to time, during the Term of this Agreement, by Employer in its sole discretion.
      During the Term hereof, Employee shall be entitled to annual leave during each
      year of the Term at the rate of four (4) weeks per year. Employee shall take
      such vacation at a time approved in advance by Employer, which approval will
      not
      be unreasonably withheld but will take into account the staffing requirements
      of
      Employer and the need for the timely performance of Employee's
      responsibilities.

     

    
      
        
        

      

      
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    ARTICLE
      12

    BENEFICIARIES
      OF AGREEMENT

    


    This
      Agreement shall inure to the benefit of Employer and any affiliates, successors,
      assigns, parent corporations, subsidiaries, and/or purchasers of Employer as
      they now or shall exist while this Agreement is in effect.

     

    ARTICLE
      13

    GENERAL
      PROVISIONS

    


    No
      Waiver

    


    13.1

    No
      failure by either party to declare a default based on any breach by the other
      party of any obligation under this Agreement, nor failure of such party to
      act
      quickly with regard thereto, shall be considered to be a waiver of any such
      obligation, or of any future breach.

    


    Modification

    


    13.2

    No
      waiver
      or modification of this Agreement or of any covenant, condition, or limitation
      herein contained shall be valid unless in writing and duly executed by the
      parties to be charged therewith.

    


    Choice
      of Law/Jurisdiction

    


    13.3

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Queensland and Employee and Employer agree to submit to the
      non-exclusive jurisdiction of the Queensland courts.

    


    Entire
      Agreement

    


    13.4

    This
      Agreement embodies the whole agreement between the parties hereto regarding
      the
      subject matter hereof and there are no inducements, promises, terms, conditions,
      or obligations made or entered into by Employer or Employee other than contained
      herein.

    


    Severability

    


    13.5

    All
      provisions and covenants contained herein are severable, and in the event any
      of
      them, with the exception of those contained in Articles 1 and 4 hereof, shall
      be
      held or declared to be invalid, unenforceable, illegal or contrary to public
      policy by any competent court, this Agreement shall be interpreted as if such
      invalidity, unenforceability, illegality or finding of being contrary to public
      policy will vitiate that provision or covenant only and that provision or
      covenant will be deemed deleted or modified to the extent necessary to render
      the remainder of the provisions and covenants of this Agreement either valid
      or
      enforceable or legal , and will not in any way vitiate any other provision
      or
      covenant of this Agreement.

     

    
      
        
        

      

      
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    Headings

    


    13.6

    The
      headings contained herein are for the convenience of reference and are not
      to be
      used in interpreting this Agreement.

    


    Independent
      Legal Advice

    


    13.7

    Employer
      has obtained legal advice concerning this Agreement and has requested that
      Employee obtain independent legal advice with respect to same before executing
      this Agreement.  Employee in executing this Agreement represents and
      warrants to Employer that Employee has been so advised to obtain independent
      legal advice and that prior to the execution of this Agreement Employee has
      so
      obtained independent legal advice, or has, in Employee’s discretion, knowingly
      and willingly elected not to do so.

    


    No
      Assignment

    


    13.8

    Employee
      may not assign, pledge or encumber Employee’s interest in this Agreement nor
      assign any of Employee’s rights or duties under this Agreement without the prior
      written consent of Employer.

    


    


    IN
      WITNESS WHEREOF the parties have executed this Agreement effective as
      of the day and year first above written.

    


    


    Employer:

    


    


    By:          ______________________

     

    


    Employee:

    


    


    By:          ______________________

    Steven
      Peter James

     

     

     

     

     

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