Exhibit 10.12


    Exhibit 10.12

     

    

      AGREEMENT

      This
        Agreement is made and entered into as of the  
        day of
        August, 2006, between
        Nick
        Lopardo ("Director"
        or
        "party")
        of 47B
        Dana Road, Boxford, Massachusetts 01921 and Myriad Entertainment and Resorts,
        Inc., a Delaware corporation ("Myriad"
        or
        "party")
        of
        #1000, 10050 112 Street, Edmonton, Alberta, Canada T5K 2J1, by and through
        its
        President, Scott Hawrelechko
        (collectively "parties"). 

      WHEREAS,
        Myriad
        is in the business of development
        and management of resort destination properties;

      WHEREAS,
        Director has substantial business experience;

      WHEREAS,
        Myriad
        desires to retain Director as Chairman of its Board of Directors;

      WHEREAS,
        Myriad
        desires to assure Director's continued service as Chairman and to compensate
        him
        for such service; and

      WHEREAS,
        Director
        is willing to serve as Chairman upon the terms and subject to the conditions
        contained in this Agreement.

      NOW
        THEREFORE,
        in
        consideration of the premises and mutual covenants contained in this Agreement
        and for other good and valuable consideration, the adequacy and receipt of
        which
        are hereby acknowledged, the parties agree as follows:

      	1.  	
              Term:
                

            


       

      	1.1.  	
              The
                term of this Agreement shall commence on the date Director is elected
                to
                Myriad's Board of Directors ("Board") as a member ("Member") ("Effective
                Date") and
                shall continue for a period of three (3) years from the Effective
                Date
                ("Initial
                Term"). Thereafter, the term of this Agreement
                shall continue for
                as long as Director is elected as Chairman of the Board ("Continued
                Term"). The Initial Term and the Continued Term shall be referred
                to,
                collectively, as "Term".

            


       

      	1.2.  	
              Notwithstanding
                the foregoing and provided that Director has neither voluntarily
                resigned
                nor that
                this Agreement has been
                terminated by
                Myriad for
                "Cause"
                (as defined in Section 12.4),
                Myriad agrees to use its best efforts to cause
                Director to be
                reelected as a Member of the
                Board for two
                additional
                three year periods
                after the Initial Term.

            


       

      	2.  	
              Position: Upon
                Director 's
                election as a Member of
                the Board,
                Director shall
                serve as its
                Chairman.
                In
                such capacity,
                Director shall perform such duties and responsibilities as are normally
                related to such position in accordance with Myriad's bylaws and applicable
                law, including those services described below (the "Services"), and
                Director hereby agrees to use his best efforts to provide the Services.
                Director shall not permit
                any other person or entity to perform any of the Services for or
                instead
                of Director. Director shall comply with the statutes, rules, regulations
                and orders of any governmental or quasi-governmental authority, which
                are
                applicable to the performance of the Services, and Myriad's rules,
                regulations, and practices as they may from time-to-time be adopted
                or
                modified.

            


       

      	3.  	
              Services: 
                Director shall have all responsibilities of a Member
                of
                the Board
                and its Chairman as
                imposed by Delaware or other
                applicable
                law, the Certificate of Incorporation, as amended, and
                the
                Bylaws, as amended, of Myriad. These responsibilities shall include,
                but
                shall not be limited to, the following: 

            


       

      	3.1.  	
              Attendance.
                Use best efforts to attend scheduled meetings of Myriad's
                Board;
                

            


       

      	3.2.  	
              Act
                as a Fiduciary. Represent the shareholders and the interests of Myriad
                as
                a fiduciary; 

            


       

      	3.3.  	
              Participation.
                Participate as a full voting member of Myriad's Board in
                setting overall objectives, approving plans and programs of operation,
                formulating general policies, offering advice and counsel, serving
                on
                Board Committees, and reviewing management
                performance;

            


       

      	3.4.  	
              Records.
                Director shall have reasonable access to books and records of Myriad,
                as
                necessary to enable Director to fulfill his obligations as a Member
                of
                the
                Board;
                and

            


       

      	3.5.  	
              Working
                with CEO. 

            


       

      Director’s
        Services shall include, but not be limited to, working with John Meeske,
        the CEO
        of Myriad, in the following areas:

       

      	3.5.1.  	
              Corporate
                planning:

            


       

      	3.5.1.1.  	
              Define
                Myriad’s goals, administrative chart and operating
                protocols;

            


       

      	3.5.1.2.  	
              Develop
                a yearly corporate business plan;

            


       

      	3.5.1.3.  	
              Present
                the corporate business plan to the Board for
                approval;

            


       

      	3.5.1.4.  	
              Organize
                and set the agenda for the annual shareholder’s meetings;
                

            


       

      	3.5.1.5.  	
              Choose
                a Chief Operating Officer and Chief Financial Officer;
                

            


       

      	3.5.1.6.  	
              Ensure
                full and complete compliance with all SEC reporting requirements;
                and,

            


       

      	3.5.1.7.  	
              Other
                items which may arise in the normal course of
                business.

            


       

      	3.6.  	
              Promotional
                efforts:

            


       

      	3.6.1.  	
              Promote
                the Resort, Club & Leisure Real Estate Industry using the Myriad
                Development and the Myriad Operational Protocols based on "Personalized
                Club Level Experiences and Service";

            


       

      	3.6.2.  	
              Develop
                global strategy to promote the “Personalized Club Level Experiences and
                Service” concepts currently being developed in Tunica; and,
                

            


       

      	3.6.3.  	
              Globally
                position Myriad as the premier management firm
                for the resort and club industry for the purposes of increasing
                shareholder value.

            


       

      	3.7.  	
              Securing
                financing:

            


       

      	3.7.1.  	
              Assist
                in development of a financial strategy to raise capital through the
                sale
                of Myriad’s debt (“Debt Financing”) or equity (“Equity Financing”)
                securities via a fund or other mechanisms that meet the objectives
                of
                Myriad for the physical construction and development of the approximately
                500 acre Resort, Club and Leisure Real Estate business model in a
                manner
                that will allow Myriad to manage and have equity position with limited
                financial exposure;

            


       

      	3.7.2.  	
              Promote
                asset ownership through use of Director’s global contacts to raise capital
                (debt and equity) through various means: financial funds, lenders,
                equity
                funds, hedge funds:

            


       

      	3.8.  	
              Other
                Activities: During
                the Term, Director
                may be employed by and
                may serve on other Boards of Directors or Advisory Boards
                of
                one or more other companies,
                and may engage in any other business activities
                (whether or not pursued for pecuniary advantage)
                (collectively "other activities"), provided that such other activities
                do
                not interfere in a material way with the performance of Director's
                Services. Except
                as set forth in Exhibit A, Director represents that, to the best
                of his
                knowledge, Director has no outstanding agreement or obligation that
                is in
                conflict with any of the provisions of this Agreement, and Director
                agrees
                to use his best efforts to avoid or minimize any such conflict and
                agrees
                not to enter into any agreement or obligation that could create such
                a
                conflict, without the approval of the Chief Executive Officer or
                a
                majority of the Board.
                If, at any time, Director is required to make any disclosure or take
                any
                action that may conflict with any of the provisions of this Agreement,
                Director will promptly notify the Chief Executive Officer or the
                Board of
                such obligation, prior to making such disclosure or taking such
                action.

            


       

      	3.9.  	
              No
                Conflict: Except as set forth in Exhibit
                A, Director will not,
                during the Term,
                engage in any activity that creates an actual conflict of interest
                with
                Myriad, regardless of whether such activity is prohibited by Myriad's
                conflict of interest guidelines or this Agreement, and Director agrees
                to
                notify the Board before
                engaging in any activity that creates a potential conflict of interest
                with Myriad. Specifically and except as set forth in Section 2 and
                Exhibit
                B of this Agreement, Director shall not,
                during the Term,
                engage in any activity that is in direct competition with Myriad
                or serve in any capacity (including, but not limited to, as an employee,
                consultant, advisor or director) in any entity
                that competes directly with Myriad,
                as reasonably determined by a majority of Myriad's disinterested
                Board
                members, without the approval of the Chief Executive Officer.
                

            


       

      	4.  	
              Compensation: 

            


       

      4.1  Base
        Salary.
        Subject
        to Section 8 below, Director
        shall receive an annual base
        salary
        of
        $400,000.00 payable quarterly
        ("Director’s Salary").
        This
        shall begin on or before October 1, 2006 upon receipt from the Director of
        his
        intent to assume his position two weeks prior to the starting date. The Board,
        in its discretion, may increase the Director’s
        Salary based upon relevant circumstances
        including the
        increased value of the stock and/or
        increased
        earnings.

       

      4.2   Financing
        Bonuses:
        In the
        event that the Director secures Debt Financing for Myriad, he will be entitled
        to receive a Financing Bonus equal to two percent (2%) of the total amount
        of
        proceeds received from such Debt Financing. In addition, in the event that
        the
        Director secures Equity Financing for Myriad, he will be entitled to receive
        a
        Financing Bonus equal to three percent (3%) of the total amount of proceeds
        received from such Equity Financing.

       

      	5.  	
              Bonus:
                

            


       

      	5.1.  	
              Director
                shall
                receive an annual incentive bonus under the following formula:
                

            


       

      For
        each $5.00
        per
share
        increase (“benchmark”)
        in
        the fair
        market value
        of Myriad’s stock beginning on the Effective
        Date
        of
        this Agreement, the Director’s
        Salary shall
        be
        increased
        by
        $100,000 per year payable on a quarterly
        basis
        ("Additional Director’s Salary");
        provided, however,
        that
        the
        stock
        must remain
        at
        an average market price increase of $5.00
        per
share
        for two
        consecutive
        quarters
        (six
        months) from the date the stock achieves
        each benchmark in order that the Additional Director’s Salary be earned. Once
        earned, the Additional Director’s Salary shall be paid for a two year period
        ("Earned Additional Director’s Salary").
        

       

      	5.2.  	
              The
                Additional Director’s Salary is subject to Myriad's Annual
                Bonus
                Performance Plan for Directors/Officers(“Annual
                Bonus Performance Plan”);
                provided, however, that said Annual Bonus Performance Plan shall
                not
                contain any
                provisions that are materially different than the provisions of Sections
                7.1 and 7.3
                or said materially different provisions shall not apply to Director.
                The
                Annual 
                Bonus Performance Plan,
                together with any successor plans of Myriad,
                is
                intended
                to comply with Section 162(m) of the Internal Revenue Code of
                1986, as amended (the "Code").

            


       

      	5.3.  	
              Each
                Earned
                Additional Director’s
                Salary
                shall be payable (i) 30 days following the
                date Myriad's audited consolidated statement of income for the applicable
                fiscal
                year becomes available or (ii) on the January 15 following the end
                of that
                fiscal
                year, whichever is later ("Bonus
                Payment Date").
                

            


       

      	5.4.  	
              Director
                shall be eligible
                to earn the Additional Director’s Salary as
                provided in
                Section
                7 during
                each fiscal year during the
                Term. 

            


       

      	5.5.  	
              In
                the event
                Director is disabled and/or dies,
                Myriad shall
                pay either the Director
                and/or his estate,
                on the Bonus Payment Date, any remaining Earned Additional
                Director’s Salary and any Additional Director’s Salary computed
                as 
                provided in Section 7.1 above during the fiscal year
                to
                the date the Director 
                became disabled and/or died.

            


       

      	6.  	
              Payment
                of Director’s
                Salary Subject to Financing:
                Director
                and Myriad agree that the
                payment to Director
                of
                the
                Director’s
                Salary is subject to Myriad’s Registration Statement on Form SB-2 covering
                its equity line financing of $20 million through the Dutchess Private
                Equities Holding, LLP, being declared effective by the US Securities
                and
                Exchange Commission.

            


       

      	7.  	
              Stock
                Options:  Director
                and Myriad shall discuss the feasibility of issuing stock options
                to key
                Director personnel subject to and pursuant to the provisions of Myriad’s
                Incentive Stock Option Plan.

            


       

      	8.  	
              Benefits:
                During the Term, Director shall be entitled to the following
                benefits.

            


       

      	8.1.  	
              Medical/Dental/Vision/Disability:
                Director
                shall
                receive family plan
                medical, dental
                and
                vision insurance and short-term and long-term
                disability insurance
                in
                accordance with the benefit plans established by Myriad for its senior
                executives (as may be amended from time to time in Myriad's sole
                discretion) to the extent allowed under the terms of such plans and
                Myriad
                shall
                pay all premiums for coverage of Director and his family under
                said plans.
                

            


       

      	8.2.  	
              Senior
                Executive Benefits: Director shall also be eligible to participate
                in any
                additional benefits generally
                available to
                Myriad’s
                senior executives, to the extent allowed by the benefit plans established
                by Myriad, which may be amended or terminated at any time in Myriad's
                sole
                discretion; except that Director shall not be entitled to any paid
                vacation leave.

            


       

      	8.3.  	
              Life
                Insurance: Myriad shall maintain
                and pay all premiums on life insurance policies on Director's life
                in the
                aggregate amount of $2,000,000. Myriad shall designate
                the Director’s estate (or
                such
                other individual(s)
                or entities as may be directed by Director) as beneficiary with respect
                to
                fifty per cent (50%) of the death
                benefits and Myriad as beneficiary with respect to the remaining
                50% of
                the death benefits.

            


       

      	8.4.  	
              Automobile:
                Myriad will pay to Director, on the first day of each month during
                the
                Term, a monthly automobile allowance of $1000 to help defray the
                costs
                associated with Director' s acquisition (by lease or otherwise) of
                an
                automobile and the insurance and maintenance thereof.
                

            


       

      	8.5.  	
              Reimbursement
                for Expenses: Director
                is
                authorized
                to
                incur various business
                expenses customarily incurred by persons holding like positions,
                including
                but
                not limited to those
                for travel (to include the use
                of corporate jets
                at
                an hourly rate
                not
                to exceed
                $3,500.00)and
                entertainment and similar expenses (with total expenses not to exceed
                $50,000.00
                per month for all expenses) in
                connection with
                the promotion
                of Myriad's business and the
                performance of Director's Services; and provided that the
                expenses are
                included
                on
                Myriad's list of
                allowable
                expenses.
                Myriad shall reimburse Director for all allowable
                expenses from time to time, at Director's request, and Director shall
                account
                to Myriad for such expenses. In the event that
                Director mistakenly submits 
                and
                Myriad pays for expenses
                which are
                properly
                classified as a personal expense,
                Director agrees to reimburse Myriad for such
                personal expenses paid
                on
                Director’s behalf.
                It is the intent of the parties to ensure that the shareholders of
                Myriad
                not
                pay
                for personal 
                expenses
                of
                any member of the Board or any officer, including Director.

            


       

      	9.  	
              Protection
                of Myriad's Interests:
                Except in
                the performance
                of
                his Services hereunder,
                at no time shall Director divulge, furnish or make accessible to
                any
                person
                any information of a confidential or proprietary nature, outside
                of
                information normally made available to the public (brochures, web-site
                literature,
                SEC reports, etc.) obtained by him while serving
                as a Member of the Board and/or
                its Chairman. Upon the termination of this Agreement,
                Director shall return to
                Myriad all such information which exists in written or other physical
                form
                and all
                copies thereof in his possession or under his control.
                

            


       

      	10.  	
              Indemnification:
                Myriad
                shall
                indemnify and defend Director to
                the fullest extent
                authorized in Myriad's Certificate of Incorporation, as amended,
                Bylaws,
                as amended, and
                applicable law 
                and shall advance expenses to Director as provided therein and shall
                not
                alter, modify or amend any provisions of Myriad's Certificate of
                Incorporation or Bylaws
                relating to indemnification of officers and directors or the advancement
                of expenses so as to
                materially or adversely affect Director's rights hereunder without
                Director's prior written
                consent. Myriad confirms that its Certificate of Incorporation, as
                amended, provides for the
                advancement of expenses to Directors and Officers with respect to
                claims
                covered by
                section 145 of the General Corporation Law of the State of Delaware,
                as
                amended. Myriad will
                have purchased and
                shall maintain in full force and effect during the Term, Director's
                and
                Officer's liability insurance, and Director shall be entitled to
                the
                protection of any insurance
                policies that
                Myriad maintains for the benefit of its Directors and Officers against
                all
                costs,
                charges and expenses in connection with any action, suit or proceeding
                to
                which he may be
                made a party by reason of his affiliation with Myriad, its subsidiaries,
                or affiliates.
                The
                provisions of this Section 13 shall survive the termination of this
                Agreement.

            


       

      	11.  	
              Termination:

            


       

      	11.1.  	
              Right
                to Terminate:
                At
                any time, Director may be removed as Chairman as provided in Myriad's
                Certificate of Incorporation, as amended, Bylaws,
                as amended, and applicable law. Director may resign as Chairman or
                Director as provided in Myriad's Certificate of Incorporation, as
                amended,
                Bylaws,
                as amended, and applicable law. Notwithstanding anything to the contrary
                contained in or arising from this Agreement or any statements, policies,
                or practices of Myriad, neither Director nor Myriad shall be required
                to
                provide any advance notice or any reason or cause for termination
                of
                Director's status as Chairman, except as provided in Myriad's Certificate
                of Incorporation, as amended, Myriad's Bylaws,
                as amended, and applicable law.

            


       

      	11.2.  	
              Effect
                of Termination as Chairman:
                Upon a termination of Director's status as Chairman
                where Director does not remain a Member of the Board, this Agreement
                shall
                terminate. Upon the
                termination of Director's status as Chairman
                where
                Director remains a Member
                of the Board,
                this Agreement shall
                terminate, provided,
                however, that
                Myriad and Director will sign Myriad's
                standard Director's Agreement, in effect at the time of the termination,
                subject to any modifications to which both parties mutually agree;
                provided, further,
                that
                following such termination and for as long as Director continues
                to serve
                as a Member
                of the Board of Myriad, and, notwithstanding anything to the contrary
                contained in this Agreement, Myriad agrees to
                continue to provide Director with
                family plan
                medical, dental and vision
                insurance coverage as described in Section
                10
                and will pay all premiums for said
                coverages,
                to
                the extent allowed under applicable law. 

            


       

      	11.3.  	
              Termination
                Upon Director's Death or Disability:
                This Agreement shall terminate upon Director's death or upon Director's
                Permanent Disability. As used herein "Permanent Disability" will
                be deemed
                to have occurred in the event that (i) Director has a mental or physical
                condition which has prevented or, in the opinion of the physician
                designated by the Board and Director (or, in the absence of agreement
                by
                the Board and Director as to the physician, by a physician mutually
                designated by two physicians designated by the Board and Director,
                respectively) will prevent Director for a period of more than 180
                consecutive days after its onset from performing his Services, or
                (ii)
                Director has been so disabled for an aggregate of 120 business days,
                whether or not consecutive, within any 12 month period during the
                Term of
                this Agreement. Director agrees to submit to an examination by such
                physician upon the reasonable request of the Board, the cost of which
                examination shall be borne by Myriad.

            


       

      	11.4.  	
              Termination
                for "Cause":
                Myriad may, immediately and unilaterally, terminate Director for
                Cause at
                any time upon written notice to Director. Termination of Director
                shall
                constitute a termination for Cause only if such termination is for
                one or
                more of the following reasons: (i) except as may be caused by Director's
                Permanent Disability (as defined in section 11.3), Director's continuing
                failure to render Services to Myriad in accordance with this Agreement
                where such failure of performance continues for a period of more
                than 30
                days after written notice has been provided to Director by the Board;
                (ii)
                Director's willful misconduct or gross negligence which has a material
                adverse effect on Myriad; (iii) Director's conviction of a felony,
                either
                in connection with the performance of his Services or which conviction
                substantially adversely affects Director's ability to perform such
                Services or materially adversely affects the business activities,
                reputation, goodwill or image of Myriad; or (iv) Director's willful
                disloyalty, material breach of fiduciary duty or material breach
                of any of
                the terms of this Agreement, which breach is incurable or is not
                cured
                within 30 days after written notice has been provided to Director
                by the
                Board specifying in reasonable detail the basis for such termination.
                In
                making any determination under this Section 11.4, the Board shall
                act
                fairly and in good faith and shall give Director in opportunity to
                appear
                and be heard at a meeting of the Board or any committee thereof and
                present evidence on his behalf. Upon Director's termination, for
                Cause,
                this Agreement shall terminate.

            


       

      	12.  	
              Termination
                Obligations:

            


       

      	12.1.  	
              In
                the event of the termination of this Agreement at any time prior
                to
                the
                expiration of the Initial Term for any reason except Director's
                voluntary
                resignation or Director's termination for Cause, Myriad shall pay
                to
                Director, is estate or designated beneficiary, an amount equal to
                the sum
                of Director's unpaid Director’s Salary through the end of the Initial
                Term, as well as any Earned Additional Director’s Salary(s) and Additional
                Director’s Salary as provided in Section
                7.1.

            


       

      	12.2.  	
              In
                the event of the termination of this Agreement upon Director's voluntary
                resignation,
                Myriad shall pay to Director his Director’s Salary through the date of
                resignation
                and any Earned Additional Director’s Salary(s) and Additional Director’s
                Salary(s) as provided in Section 7.

            


       

      	12.3.  	
              In
                the event of the termination of Director this Agreement for Cause,
                Myriad
                shall pay to Director his Director’s Salary through the date of
                termination.

            


       

      	12.4.  	
              Director
                agrees that all property, including, without limitation, all equipment,
                tangible proprietary information, documents, records, notes, contracts,
                and computer-generated materials provided to or prepared by Director
                incident to his services belong to Myriad and shall be promptly returned
                at the request of Myriad.

            


       

      	12.5.  	
              Upon
                termination of this Agreement, Director shall be deemed to have resigned
                from all offices then held with Myriad (except
                that Director shall continue to serve as a Member
                of the Board, if so elected).
                Director agrees that following any termination of this Agreement,
                he shall
                cooperate with Myriad in the winding up or transferring to other
                directors
                of any pending work and shall also cooperate with Myriad (to the
                extent
                allowed by law, and at Myriad's expense) in the defense of any action
                brought by any third party against Myriad that relates to Director's
                Services. 

            


       

      	12.6.  	
              Myriad
                and Director agree that their obligations under this Section 15
                shall
                survive the termination of this Agreement.


            


       

      	13.  	
              Remedies: Myriad
                recognizes that because of Director's special talents, stature and
                opportunities in the entertainment and resorts industry, and because
                of
                the special creative nature of and compensation practices of said
                industry
                and the material impact that individual projects can have on entertainment
                and resort operations,
                in the event of the termination
                of
                this Agreement prior to the expiration of the Initial Term, except
                by
                Myriad for Cause,
                Myriad and Director acknowledge and agree that the provisions of
                this
                Agreement regarding further payments of compensation
                (Director’s Salary, Earned Additional Director’s Salary(s),
                etc.)
                and any exercisability of stock options, should they be granted,
                constitute fair and reasonable provisions for the consequences of
                such
                termination, do not constitute a penalty, and such payments and benefits
                shall not be limited or reduced by amounts Director might earn or
                be able
                to earn from any other employment or ventures during the remainder
                of the
                Initial
                Term. 

            


       

      	14.  	
              Grant
                of Restricted Stock: Director
                shall
                receive a total six million (6,000,000) shares of restricted stock
                as
                follows:

            


       

      	14.1.  	
              Upon
                the Effective Date,
                Director
                shall
                be
                granted three million (3,000,000) shares of restricted stock in
                Myriad.
                Director acknowledges that he has not been solicited by Myriad and
                is
                fully aware and able to understand the inherent risks involved with
                owning
                restricted stock.

            


       

      	14.2.  	
              Subject
                to termination of Director as provided herein,
                Director shall
                be
                granted
                one million (1,000,000) shares of restricted stock on each of the
                following dates for a total of three million (3,000,000)
                shares:

            


       

      (a)
        September
        1, 2007;

       

      (b)
        September
        1, 2008; and, 

       

      (c)
        September
        1, 2009.

       

      	14.3.  	
              Subject
                to all applicable federal and state securities laws, Director may
                upon receipt assign all or any portion of the restricted Stock
                issued hereunder.

            


       

      	14.4.  	
              All
                restricted stock issued to the Director or Director's
                assignee(s)
                that is a part of
                the one million (1,000,000) blocks
                of
                restricted stock,
                as
                provided in Section 14,
                shall
                bear the standard Securities Act of 1933, as amended, legend restricting
                resale unless in accordance with applicable
                law.

            


       

      	14.5.  	
              Myriad’s
                first right of refusal to repurchase all restricted stock granted
                to
                Director as provided
                in
                Sections
                15 and 16 of this Agreement shall
                be binding upon
                and inure to the benefit of
                the heirs, distributees, successors
                and/or assignees of
                Myriad and Director.

            


       

      	14.6.  	
              In
                the event that Director is terminated as provided in this Agreement,
                Myriad shall have no obligation to issue any shares of Stock to Director
                after such date of termination.

            


       

      	15.  	
              First
                Right of
                Refusal to
                Repurchase Stock - Sale by Director: In
                the event
                Director chooses to sell or otherwise liquidate or dispose of all
                or any part of the restricted
                stock granted
                under Section
                14 at any time prior to that date which is
                five years after the date
                the
                stock
                was granted,
                the following conditions shall apply:

            


       

      	15.1.  	
              Written
                notice of the Director’s intent to sell his stock and
                the number of shares he intends to sell shall
                be given to the Board ("Notice
                of
                Intent");

            


       

      	15.2.  	
              For
                a
                period of 30 days following the date of the Notice
                of Intent, Myriad
                shall have the first right to repurchase the stock at its
                fair
                market value on
                the actual date of purchase;

            


       

      	15.3.  	
              For
                purposes
                of this Section
                15, the fair market value
                of
                the stock shall
                be its
                average
                trading price on
                the applicable
                date(s), as described.
                Myriad and Director
                agree that their obligations under this Section 18 shall survive
                the
                termination of
                this Agreement.

            


       

      	16.  	
              Myriad's
                Right to Repurchase Stock upon Termination:
                In
                the event Myriad terminates Director, including for Cause,
                Myriad shall have the right,
                for a period of 30 days following the date of Director's termination,
                for
                Cause,
                to
                repurchase all of the restricted
                shares
                granted and
                to be granted to
                Director on
                the following conditions:

            


       

      	16.1.  	
               Written
                notice of Myriad's
                intention
                to
                repurchase the
                stock shall be given to Director within
                30
                days following the date of Director's
                termination, for Cause ("Notice to
                Purchase");

            


       

      	16.2.  	
              Myriad
                shall repurchase the shares
                within 30 days following the Notice to Purchase
                at
                their fair market value n
                the date of Director's termination, for
                Cause;

            


       

      	16.3.  	
              Those
                shares of restricted stock that had not yet been granted as of the
                date of
                Director's termination, for Cause, shall also be purchased in accordance
                with
                the terms of the prior paragraph.

            


       

      	16.4.  	
              For
                purposes of this Section 16, the fair market value of the stock shall
                be
                its average
                trading price on the date of Director's termination, for Cause.
                

            


       

      	16.5.  	
              Myriad
                and Director
                agree that their obligations under this Section 16 shall survive
                the
                termination of this Agreement.

            


       

      	17.  	
              Myriad's
                Representations:
                Myriad represents to Director that as of the date of execution
                of this Agreement, and during all times prior to the execution of
                this Agreement,
                it has acted, and its business operations have been undertaken, in
                full compliance
                with Myriad's Certificate of Incorporation, as amended, and Bylaws,
                as amended,
                and with the statutes, both state and federal, rules, regulations
                and
                orders of
                any governmental or quasi governmental authority, which are applicable
                to
                Myriad's business operations.

            


       

      	18.  	
              Binding
                Agreement: This
                Agreement shall be binding upon and inure to the
                benefit of Director, his heirs, distributees and assigns and Myriad, its
                successors and
                assigns. Director may not, without the express written permission
                of
                Myriad, assign
                or
                pledge any rights or obligations hereunder to any person, firm or
                corporation,
                except as provided for in Section 17.3.
                The
                parties agree this Agreement (together
                with any stock option agreements entered into between Myriad and
                Director
                and any
                other documents or agreements specifically referred to herein) constitutes
                the sole
                and exclusive
                basis for establishing Director's compensation for all Services
                provided
                by
                him hereunder. 

            


       

      	19.  	
              Amendment;
                Waiver : This
                Agreement contains the entire agreement of the parties
                with respect to Director’s
                service as Chairman and supersedes all prior
                agreements or understandings among the parties related to said
                service.
                No
                amendment or modification of this Agreement shall be valid unless
                evidenced by a
                written instrument executed by the parties hereto. No waiver by either
                party of any
                breach by the other party of any provision or condition of this Agreement
                shall be
                deemed a waiver of any similar or dissimilar provision or condition
                at the
                same or
                any prior or subsequent time. 

            


       

      	20.  	
              Governing
                Law: This
                Agreement shall be governed by and construed under and
                in accordance with the laws of the State of Delaware without regard
                to
                principles
                of
                conflicts of laws; and the laws of that state shall govern all of
                the
                rights remedies, liabilities,
                powers and duties of the parties under this Agreement and of any
                arbitrator
                or arbitrators to whom any matter hereunder may be submitted for
                resolution
                by the parties hereto, as contemplated by and pursuant to Title 6,
                Section
                2708
                of the Delaware Code. Any
                legal action or proceeding with respect to this Agreement
                shall be brought exclusively in the federal or state courts of the
                State
                of Delaware,
                and by execution and delivery of this Agreement, Director and
                Myriad
                irrevocably consent to the jurisdiction of those courts. Director
                and
                Myriad
                irrevocably waive any objection, including any objection to the
                venue
                or based on the
                grounds of forum non conveniens, which either may now or hereafter
                have
                to
                the bringing of any action or proceeding in such jurisdiction in
                respect
                of this
                Agreement or any transaction related hereto. Director and Myriad
                acknowledge and
                agree that any service of legal process by mail in the manner provided
                for
                notices
                under this Agreement constitutes proper legal service of process
                under
                applicable
                law in any action or proceeding under or in respect of this Agreement.
                

            


       

      	21.  	
              Notices: All
                notices and
                other communications hereunder shall be in writing
                and shall be deemed to have been given if delivered personally, by
                registered or
                certified mail (return receipt requested), postage prepaid, by overnight
                courier or by
                telecopy (immediately followed by telephone confirmation of delivery
                of
                such
                telecopy with the intended recipient of such notice and by notice
                in
                writing sent
                promptly by overnight courier or by registered or certified mail
                as
                provided above)
                to
                the parties to this Agreement at the following addresses or at such
                other
                address
                for a party as shall be specified by like notice:
                

            


       

      If
        to
        Director: 

       

      Nick
        Lopardo

      47B
        Dana
        Road

      Boxford,
        Massachusetts 01921

       

      If
        to
        Myriad: 

       

      Myriad
        Entertainment and Resorts, Inc.

      #1000,
        10050 112 Street

      Edmonton,
        Alberta, Canada T5K 2J1

      Attn:
        Senior Director Vice President and Chief of Operations 

       

      All
        such
        notices and communication shall be deemed to been received on the date of
        personal delivery or delivery by overnight courier, on the date that the
        telecopy is confirmed as having been received or on the third business day
        after
        the mailing is sent by registered or certified mail (return receipt requested),
        postage prepaid, as the case may be. 

       

      	22.  	
              Director
                Acknowledgment: Director
                acknowledges Director has had the opportunity
                to
                consult legal counsel concerning this Agreement, that Director has
                read
                and understands the Agreement, that Director is fully aware of its
                legal
                effect, and that Director
                has entered into it freely based on his own judgment and not on any
                representations or promises other than those contained in this
                Agreement. 

            


      


      	23.  	
              Board
                Approval:
                Scott Hawrelechko, in his capacity as President and as the current
                Chairman of the Board of Directors of Myriad, hereby represents that
                they
                have approved this Agreement and will forward to the Director a certified
                copy of the formal resolution of the Board of Directors of the Myriad
                approving this Agreement.

            


      


      


      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement this _______________ day of ______________,
        2006.

       

      Director:                 Myriad
        Entertainment
        and Resorts, Inc.. 

       

       

       

      /s/Nick
        Lopardo                          
 By: /s/Scott Hawrelechko

      Nick
        Lopardo             Name:
        Scott
        Hawrelechko, President