instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
question:
Exhibit 10.22



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                   Strategic Alliance Agreement                     Intricon Corporation  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States                   and                   Dynamic Hearing Pty Ltd  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA





      AGREEMENT     This Agreement is entered into and is effective as of the 1st day of October, 2008 (Commencement Date) by and between IntriCon  Corporation, a Pennsylvania Corporation having a place of business at 1260 Red Fox Road, Arden Hills, Minnesota 55112 USA (hereinafter  IntriCon) and Dynamic Hearing Pty Ltd a Corporation organized under the laws of Victoria, Australia and having a place of business at 2 Chapel  Street, Richmond, Victoria 3121, Australia (hereinafter Dynamic Hearing) agree to collaborate with each other as a Strategic Alliance. As such, this  Strategic Alliance Agreement (SAA) outlines the principles and the understanding of the parties and defines related terms and conditions.     WHEREAS, Dynamic Hearing has developed technology useful for products in the Hearing Health (HH) Assisted Listening Device  (ALD) and Professional Communications (PADA) markets and DSP platforms which are hereinafter defined.     WHEREAS, IntriCon has also developed technology for the HH, ALD and PADA markets and DSP platforms.

   1.1 The purpose of this alliance is to exploit the parties' complimentary capabilities for producing DSP Technology products for the HH,  ALD, and PADA markets.

   The following terms in the context of this SAA shall have the following meanings:

   An Assisted Listening Device (ALD) is a



   Hearing Aids are amplification devices primarily designed to compensate for hearing loss, designed for listening only (through a  microphone, telecoil, Direct Audio Input or other similar audio pathways and run on a low power hybrid circuit. Hearing Aids may include in-the- ear Hearing Aids (ITE), behind-the-ear Hearing Aids (BTE), or completely-in-the-canal Hearing Aids (CIC).

   Professional Audio/Communication Devices (PADA)  are wired or wireless headsets or other devices used for one-way or two-way  communications in professional or industrial settings such as law enforcement, sport events, professional performances, search and rescue, and  military operations.     2

  1.0    Purpose

  2.0    Definitions

       2.1    Assisted Listening Devices

       1.    One way communications device           2.    Used for hearing protection or listening in challenging environments, and           3.    Contains Ultra Low Power (ULP) DSP and or ULP Wireless technology

       2.2    Hearing Aids:

       2.3    Professional Audio/Communication Devices







   DSP means digital signal processing. More specifically, for the purposes of this SAA, DSP Technology shall mean ON Semiconductor  hardware and firmware algorithms used for the HH, PADA and ALD markets. Hardware shall include the ON Semiconductor Ezairo DSP, and the  Single Chip Hearing Amplifier (SCHA) from ON Semiconductor.

   IntriCon Technology is that technology:







   Dynamic Hearing Technology is that technology:







   K/S HIMPP (hereinafter HIMPP) is a Danish partnership that owns numerous patents relating to Hearing Aids and associated  technologies.

   HIMSA otherwise known as Hearing Instruments Manufacturers'  Software Association is a privately owned company that has  developed a standardized hearing care software system.     3

       2.4    DSP Technology:

       2.5    IntriCon Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority;

       (ii)    or has a patent pending, or

       (iii)    is Technology under record of invention.

       2.6    Dynamic Hearing Technology:

       (i)    for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance  or annuity fees have been paid. A granted patent does not include pending applications including those  pending applications which are associated with a granted patent through a claim of priority; or

       (ii)    has a patent application pending, or

       (iii)    is Technology under record of invention.

       2.7    K/S HIMPP:

       2.8    HIMSA:







   Base Product means the DSP Technology including the ON Semiconductor Ezairo or SCHA chips, the EEPROM and the firmware loaded  onto the EEPROM and the minimum printed circuit board package necessary to connect and house these items. The Base Product does not  include additional PCB or flex circuits necessary to connect to other components of an Enhanced Product.

   Enhanced Product means a value added assembly or completed Hearing Aid or Assistive Listening Device which includes the Base  Product as one of the component devices. The Enhanced Product may include other electronic components, flex circuitry, microphones, a receiver,  plastic housings, volume controls, trimmer potentiometers, push button switches, programming connectors and other components.

   Contact Center means a group of people who use Contact Center Products and provide telemarketing, mail ordering, customer care,  technical support and similar functions either directly for an enterprise or on an outsourced basis by using automatic call directors for inbound  centers and predictive dialers for outbound centers. A Contact Center may also use software-based systems rather than physical equipment.

   Contact Center Products means any product, including without limitation, headsets (cordless or corded), amplifiers, telephones, soft  phones, and software-based systems that are used in Contact Centers. For purposes of clarification, no product shall be deemed a Contact Center  Product unless it is used in a Contact Center, including, without limitation, Bluetooth Products.











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       2.9    Base Product

       2.10    Enhanced Product

       2.11    Contact Center

       2.12    Contact Center Products

       2.13    Miscellaneous Definitions:

       (a)    headings are for convenience only and do not affect interpretation;

       (b)    the singular includes the plural and conversely;

       (c)    the meaning of general words introduced by including, or for example, or similar expressions is not limited by specific  examples;

       (d)    a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

       (e)    a reference to a clause or Exhibit is a reference to a clause of, or an Exhibit to, this Agreement;















   unless the context requires otherwise terms in bold italics have the meaning given below:     Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia;     Confidential Information means information in relation to a party, including its business activities that

   in connection with this Agreement whether the information is in oral, visual or written form or is recorded or embodied in any other  medium and includes all such information disclosed to, or accessed by, the other party before this Agreement commences;     Exclusivity Date means October 1, 2008, the date Intricon makes its first quarterly payment of the Minimum Payment;     Identified Party means a party identified in Exhibit C before January 1, 2009 and all other parties are unidentified parties;     Improvements mean any modification, improvement, enhancement or development to the Licensed Subject Matter excluding always a  development, modification, improvement or enhancement that is patentable in its own right or which is proprietary information of  IntriCon.     Key Personnel means Elaine Saunders and Anthony Shilton;     5

       (f)    a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as  amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other  agreement or document;

       (g)    a reference to a party to this Agreement includes the party's successors, permitted substitutes and permitted assigns  (and, where applicable, the party's legal personal representatives);

       (h)    a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative  provision substituted for it and a regulation or statutory instrument issued under it;

       (i)    if a translation of this Agreement into any other language is produced, the original English version is to be the  definitive version of this Agreement;

       (j)    the term Related Body Corporate has the meaning given in the Corporations Act 2001 (C'th); and

       (a)    is disclosed to the other party by or on behalf of the first party;           (b)    is acquired by the other party directly or indirectly from the first party; or           (c)    otherwise comes to the knowledge of the other party,





      Licensed Subject Matter means Dynamic Hearing's Technology, Software, and Documentation as described in Exhibit A and Exhibit B, in  respect of which IntriCon is granted a license under this Agreement;     Product means a Base Product Unit or an Enhanced Product Unit;     For purposes of computing Royalty Payments, a sale shall occur when IntriCon receives payment from a customer for a Base Product  Unit., or an Enhanced Product containing a Base Product;     Services means technology transfer and other support provided to IntriCon by Dynamic Hearing;     Base Product Unit means a single Base Product item;     Territory means the world; and     Use means, in relation to:

   2.14 Additional definitions are provided in Exhibits A and B attached here to which are considered to be part of this Agreement.

   3.1 Term: The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory  agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.     3.2 Dynamic Hearing grants to IntriCon in accordance with this Agreement, for the Term, a license, to Use Dynamic Hearing's  Technology, Software and Documentation developed as of the Commencement Date to manufacture, import, sell and offer for sale throughout the  Territory, Products containing Dynamic Hearing's Technology and Software. This grant specifically excludes products for Contact Centers, and  the use of ADRO Technology in electrical stimulation of the auditory system.     3.3 IntriCon accepts that Dynamic Hearing owns all rights in relation to the Licensed Subject Matter except for those rights being  specifically granted hereunder, and that Dynamic Hearing is under no obligation to provide the source code of any software.     3.4 Commencing on the Exclusivity Date, and continuing for so long as IntriCon continues to make such payments, the license granted to  IntriCon under this Agreement will, subject to the terms and conditions of this Agreement, be exclusive for Hearing Aids. The exclusivity shall not  prevent Dynamic Hearing entering into agreements with any Identified Party subject to the terms herein. On or before January 1, 2009, Dynamic  Hearing will provide IntriCon with an updated version of Exhibit C which will include a complete list of identified parties. After January 1, 2009, no  additions to Exhibit C are allowed unless agreed to by IntriCon in writing.     6

       (a)    the Technology, make, hire, sell or otherwise dispose of the product, offer to make, sell, hire or otherwise dispose of it, use or  import it; and           (b)    the Software and Documentation to reproduce any copyright works subsisting in such software or documentation.

  3.0    License Grant





      3.5 IntriCon acknowledges that Dynamic Hearing's rights to license technology and software to companies manufacturing implantable  devices is not restricted in any way.     IntriCon acknowledges that Dynamic Hearing's rights to license any Dynamic Hearing Technology or Software to Identified Parties, and  provide support as agreed with Identified Parties, is in no way restricted.     3.6 No further design support will be given to Sound Design Technologies, Ltd (hereinafter Sound Design) which includes the recent  purchase of Gennum Corporation's hearing instrument business after 30 October 2009, if all conditions of IntriCon's exclusivity are met.     3.7 Intricon acknowledges that Dynamic Hearing is negotiating with several third parties regarding licensing Dynamic Hearing  Technology and Software, relating to its Hearing Aid Designer™ and other products and services. The rights granted under such agreements shall  be included as exceptions to the exclusivity of IntriCon's License Grant, if such agreements are executed by Dynamic Hearing and the third party  before January 1, 2009. Such third parties and their relevant subsidiaries will be Identified Parties and added to the Exhibit C. Agreements with  identified parties are allowed exceptions and no Agreements are allowed with unidentified parties.     3.8 Commencing on October 1, 2008, and continuing for so long as IntriCon continues to make minimum payments as defined in 4.3,  Dynamic Hearing agrees that it will not license any Dynamic Hearing Technology for Hearing Aids, subject to Clause 3.5.     3.9 If any Identified Party, (with the exception of Sound Design) purchases DSP product sold or made by IntriCon with Dynamic  Hearing's Hearing Aid Designer™ software and requests assistance to achieve HIMPP compliance for products using such DSP chips, IntriCon  will use its best efforts to comply with the request for HIMPP compliance.     3.10 Where IntriCon supplies Products to a third party, IntriCon will, at its cost:



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       (a)    obtain and maintain all governmental and regulatory approvals necessary for it to exercise, and comply with all laws and  regulations applicable to the exercise of, its license rights under this Agreement; and

       (b)    comply, and ensure that all Products comply, at all times with any technical standards as may reasonably be required  by law, and any licensing requirements, standards, or protocols established by the Hearing Instrument Manufacturers'  Software Association (HIMSA) and the Hearing Instrument Manufacturers'  Patent Partnership (HIMPP), it being  acknowledged that Dynamic Hearing makes no representation or warranty that the exercise of the rights granted under  this Agreement will not infringe any rights held by HIMSA, HIMPP or any other third party.





      3.11 Where Dynamic Hearing supplies Dynamic Hearing Technology directly to a customer on DSP chips supplied by IntriCon, then,  IntriCon will use its best efforts to comply with the request for HIMPP compliance or notify the third party customer of the customers obligations,  as per 3.10 (a) and (b).     3.12 Dynamic Hearing may continue indefinitely selling products and services to new customers using the ON Semiconductor DSP  hybrid chip. For the absence of doubt, the Exclusivity grant of 3.2 does not restrict Dynamic Hearing from licensing Dynamic Hearing Technology  and DSP Software on any ON Semiconductor platform, purchased by a third party or by Dynamic Hearing, from IntriCon. With the exception of the  Identified Parties, Dynamic Hearing agrees that it will not sell the Dynamic Hearing DSP Software for Hearing Aids configured to run on any  hardware other than that provided by ON Semiconductor, except in circumstances as described in this Agreement. Dynamic Hearing may continue  to sell products and services to non-Hearing Aid Customers using the ON Semiconductor DSP hybrid chips including the Bela Signa.     3.13 Dynamic Hearing and IntriCon shall undertake a mutual roadmap review and agree whether or not the current ON Semiconductor  chips will meet market requirements. If the Parties agree that the ON Semiconductor chips will not meet market requirements, IntriCon shall have six  (6) months to correct the material deficiency. Material deficiency means that ON Semiconductors must have a chip that is within 10% of the best in  class performance on each one of these characteristics: physical size, power supply current, computational capability and cost. If IntriCon is  unable or unwilling to remedy such deficiency, IntriCon will lose its exclusivity under this license.     3.14 IntriCon agrees that nothing in this Agreement precludes Dynamic Hearing from licensing Dynamic Hearing Technology, including  the ADRO™ Algorithm to manufacturers, including Siemens AG, Sonova Holdings AG, GN Resound Group, William Demant Holding A/S, Widex  A/S, Starkey Laboratories Inc, and Cochlear Ltd.     3.15 Nothing herein shall preclude Dynamic Hearing from making and selling its own Hearing Aids. Nothing in this agreement prevents  Dynamic Hearing from selling Hearing Aids manufactured by third parties in Dynamic Hearing's own clinics.     3.16 No other exception to IntriCon's exclusive license being granted herein shall exist unless such exception is specifically identified by  a supplemental agreement between IntriCon and Dynamic Hearing.

   4.1 IntriCon's payments to Dynamic Hearing will comprise two payment components. A first payment component (minimum payment) will  be a technology access fee for access to Dynamic Hearing Technology on a non-exclusive basis. A second payment component hereinafter  (Second Component) will be for exclusive rights to Dynamic Hearing Technology as such exclusive rights are defined herein. The second  component may comprise a combination of a royalty payment and fees for services.     8

  4.0    Payments





      4.2 IntriCon will pay to Dynamic Hearing a fixed technology access fee of US$300,000 annually (hereinafter Access Fee), the payment  of the technology access fee to be paid on a quarterly basis at the beginning of each calendar quarter. Payment of the technology Access Fee will  maintain IntriCon's non-exclusive rights to Dynamic Hearing Technology.     4.3 To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to  Dynamic Hearing as set out in the Minimum Payment Schedule. The Minimum Payment consists of the Access Fee of US$300,000 per annum and  the Second Component that increases from year to year.     Minimum Payment Schedule (All amounts are in US Dollars):

   The Minimum Payments will be paid quarterly in advance in equal installments at the beginning of each royalty quarter, as defined in 4.7.  The first quarterly Minimum Payment (for the quarter beginning 1st October, 2008) shall be made at the date of signing of this Agreement and the  second quarterly minimum payment shall be made at January 1, 2009 with all further quarterly Minimum Payments following the schedule as  defined in 4.7.     4.4 Intricon is entitled to credit for any amounts payable to Dynamic Hearing arising from per unit royalties and fees for services up to the  value of the corresponding quarterly Second Component. In quarters where the per unit royalties and fees for services are less than the  corresponding quarterly Second Component, IntriCon may carry forward the remaining credit to be offset against future quarters per unit royalties  and fees for services.     Any amounts due from per unit royalties and fees for services that exceed the value of the corresponding quarterly payment of the  Second Component, net of any carried forward credit, will be paid within 30 days of the end of that royalty quarter.     4.5 Once IntriCon has paid the minimum payments in 4.3, no further minimum payments, both Access Fee and Second Component, are  required for access to Dynamic Hearing Technology or to maintain exclusivity over the term of this Agreement. IntriCon will continue to have the  obligation to pay royalty payments under 4.9 and fees for services under 4.8.     4.6 In the event IntriCon has not yet paid the minimum payments and should IntriCon choose not to continue access to Dynamic Hearing  Technology on an exclusive basis as referred to in 4.3, the following amounts will be payable:

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            PAYMENT  YEAR

MINIMUM PAYMENT    ACCESS FEE    SECOND COMPONENT

Year 1    $400,000    $300,000    $100,000    Year 2    $700,000    $300,000    $400,000    Year 3    $1,100,000    $300,000    $800,000    Year 4    $1,600,000    $300,000    $1,300,000    Year 5    $2,100,000    $300,000    $1,800,000

       (1)    the technology Access Fee payable quarterly in advance in equal installments at the beginning of each royalty quarter  and;







   4.7 Payment year 1 of this agreement shall start at the commencement date and the first royalty quarter will be completed at the end of the  calendar quarter. Subsequent royalty quarters will correspond with the calendar quarters ending on the last days of March, June, September and  December respectively.     4.8 Dynamic Hearing shall provide engineering and other services (hereinafter Fees For Services)  to IntriCon on a timetable to be  agreed upon in writing forming part of this agreement as an exhibit. Dynamic Hearing will invoice IntriCon on a quarterly basis 30 days from the  end of the quarter for engineering and services that exceed 260 hours in a single month at the rate of $150 per hour. Payments for such services  shall be due and payable within 30 days of the end of that royalty quarter. There will be no charge by Dynamic Hearing to IntriCon for the first 260  hours of engineering and services provided each month, however, any unused hours will not be carried forward as credit to subsequent months or  be entitled to be offset against any future monthly amounts payable for engineering and services. IntriCon is entitled to utilize such engineering  services for the HH, ALD or PADA markets.     Other service support (e.g. marketing or audiology) may be contracted at the same rates. If Dynamic Hearing staff are required by IntriCon  to travel to meetings, all airfares, ground transportation, hotel bills and other out of pocket expenses will be paid by IntriCon.     4.9 Royalty Payments will be made only on the Base Product Unit, or on the Base Product portion of an Enhanced Product for any Base  Product included in an Enhanced Product. The initial base rate of royalty shall include the use of the DSP Framework. In no case shall IntriCon pay  Royalty Payments on any product or portion of any product other than for revenue received for Base Product Unit or for the Base Product portion  of an Enhanced Product, and in the case a Base Product portion of an Enhanced Product such Base Product portion shall not be given a value that  is influenced by its inclusion in the Enhanced Product. Royalty Payment for HH, ALD and PADA units that incorporate Dynamic Hearing  Technology shall be paid according to the table set forth below:

   The maximum royalty rate identified in the table herein includes an initial base rate of 3% for each Ezairo DSP platform and 1% for each  Single Chip Hearing Aid (SCHA) sold. A 2% royalty rate per Base Product Unit shall be added to the initial base rate for each DSP feature/module  that is based on Dynamic Hearing Technology and that is added to a Base Product Unit. However, such additional Royalty Payments when added  to the initial base rate shall not exceed in total the stated maximum rates specified in the table herein.     10

       (2)    any monthly fees for services and royalties are payable in accordance with clause 4.8 and royalty payments under 4.4  and 4.9.

                Cumulative annual HH & ALD  Volume that use the Framework

Ezairo Maximum Royalty Rate    SCHA Maximum Royalty Rate

Less Than 20,000 Units    10%    8%    20,000-50,000 units    9%    7%    50,000-100,000 units    8%    6%    100,000-200,000 units    7%    5%    200,000-500,000 units    6%    4%    500,000 to 1,000,000 units    5%    3%    Over 1,000,000    5%    1.5%





      4.10 All amounts payable by IntriCon under this Agreement must be paid free and clear of and without any deduction or withholding for  or on account of any present or future withholding tax, including any interest or penalties in relation to such tax (Withholding Taxes). If IntriCon is  required to make any deduction or withholding for any Withholding Tax, then IntriCon must pay to Dynamic Hearing such additional amount to  ensure that Dynamic Hearing receives such amount that would have been received by it as if no such withholding or deduction had been required.







   5.1 Within thirty (30) days of the end of each payment quarter IntriCon must provide to Dynamic Hearing a statement of the actual  number and value of Base Product Units Sold along with the number and value of DSP features/models sold with those Base Product Units by it  or any Related Body Corporate. The statement must also include calculations of the per unit royalty in accordance with clause 4.9. Any royalty  due for payment by IntriCon to Dynamic Hearing is payable at the same time the statement is provided.     5.2 A Royalty Payment will be due only once in respect of each Base Product Unit Sold, and the Royalty Payment will be due on the first  Sale of the Base Product Unit by IntriCon or a Related Body Corporate.     5.3 Where, in any payment quarter, a Base Product Unit is, in good faith, returned to IntriCon, IntriCon is not required to pay any  Royalty Payment on the Sale of that Base Product Unit. If IntriCon has paid a Royalty Payment on that Base Product Unit in a previous payment  quarter, IntriCon may reduce the Royalty Payment due for the payment quarter in which the Base Product Unit is returned by the amount of any  such Royalty paid.



       1)    IntriCon must bear all stamp duty that may be levied on this Agreement. IntriCon must bear any other taxes, levies,  imposts, charges, rates and duties that may be levied or imposed by a governmental authority on any person (including  fines, penalties and interest) in connection with this Agreement (other than income tax payable to the Commonwealth of  Australia by Dynamic Hearing).

       2)    Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

       3)    All amounts payable to Dynamic Hearing under this Agreement must be made without set-off, counterclaim or  deduction.

  5.0    Reports

  6.0    Records and Audit


   6.1 IntriCon must keep accurate and complete records of orders received, Base Product Units / DSP Features/Modules Sold and  returned and all other records reasonably necessary to substantiate all Royalty Payments to be made to Dynamic Hearing under this Agreement.     11


      6.2 IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic  Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one  year following the expiration or earlier termination of this Agreement, provided that:







   6.3 If in any audit, the auditor finds an underpayment or an overpayment of fees due under this Agreement, the party who has received  the overpayment or has underpaid will within 7 days repay the excess or pay the shortfall (as the case may be) to the other party.

   7.1 Each party must:









   7.2 This Agreement is confidential and each party must not disclose any part of this Agreement to any person without the prior written  consent of the other party.     12

       (a)    such inspection, copying or audit must only be made after at least one Business Day's written notice;

       (b)    such audit must not unreasonably interfere with the day to day operations of IntriCon; and

       (c)    such audit must be at Dynamic Hearing's expense unless the auditor finds an underpayment royalty due under this  Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing's reasonable cost of such audit;  and

       (d)    Audits will be limited to one audit in any calendar year.

  7.0    Confidentiality

       (a)    not disclose any Confidential Information to any person, except in confidence as permitted by this Agreement;

       (b)    not use any Confidential Information except as reasonably necessary for the purpose of putting this Agreement into  effect (Permitted Purpose);

       (c)    restrict access to Confidential Information to those of its employees and officers for whom such access is not  reasonably necessary for the Permitted Purpose;

       (d)    ensure that its employees and officers comply with this Agreement; and

       (e)    not reproduce or record, or permit or cause any reproduction or recording of, any Confidential Information except to  the extent reasonably necessary for the Permitted Purpose.





      7.3 This clause 7.0 does not apply where the party receiving the Confidential Information can prove that:















   8.1 Dynamic Hearing will be solely responsible at its cost and at its discretion for applying for, obtaining, maintaining, defending and  enforcing all aspects of all rights in respect of the Licensed Subject Matter and IntriCon must:



   8.2 IntriCon must notify Dynamic Hearing immediately upon becoming aware of:

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       (a)    the information has become generally available to the public other than because of a breach of this Agreement, or any  obligation of confidence owed to the disclosing party;

       (b)    it has received the information from a third person, legally entitled to possess the information and provide it to that  party, if that information is used, disclosed or otherwise dealt with in accordance with the rights or permission lawfully  granted to that party by that third person; or

       (c)    the disclosure of information is necessary to comply with any applicable law or legally binding order of any court,  government, semi-government authority or administrative or judicial body or the applicable rules of any stock  exchange, provided that before any such disclosure, the receiving party must, at its cost:

       (i)    immediately notify the other party giving full details of the circumstances of the proposed disclosure and of  the relevant information to be disclosed;

       (ii)    give the other party a reasonable opportunity to protect or preserve the confidentiality of the relevant  information;

       (iii)    co-operate with the other party in any action taken under this paragraph (c); and

       (iv)    in any event, take all reasonable steps to preserve the confidentiality of the information being disclosed.

  8.0    Maintenance, Infringement and Third Party Proceedings

       (a)    provide all reasonable assistance to Dynamic Hearing in any action which Dynamic Hearing may take in relation to any  such matters; and

       (b)    not take any action in relation to any such matters without the prior written consent of Dynamic Hearing, to be given at  Dynamic Hearing's absolute discretion.

       (a)    any claim or allegation that the exercise of the rights under this Agreement constitutes an infringement of the rights of  any third party; and









   9.1 Dynamic Hearing hereby represents that, as at the Commencement Date none of the Key Personnel has any actual knowledge that,  save for any rights claimed to be owned or held by the HIMPP, any rights of any third person may be infringed by the exercise, in accordance with  this Agreement of the rights licensed under clause 3.     9.2 IntriCon accepts that neither Dynamic Hearing nor any person acting on its behalf has made any representation that (a) any patent  applications comprised in the Technology will be granted in any part of the Territory or (b) any registered rights arising should any such  applications be granted, will be, or any registered rights comprised in the Technology are, valid or enforceable.     9.3 Dynamic Hearing will not be responsible for:





   10.1 IntriCon must indemnify Dynamic Hearing and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:





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       (b)    any third party's infringement or threatened infringement of any rights subsisting in the Licensed Subject Matter.

  9.0    Representations and Warranties

       (a)    the delivery, installation, or support of the Software to end-users of any Product or any other third party; or

       (b)    the supply, service, installation, and maintenance of any product (including any Product) or any ancillary software  required for communication with any other software or device used by IntriCon in relation to the Applications Software  Platform or the DSP Platform (including those known as the HiPro interface, the MicroCONNECT interface, the NOAH  Hearing Aid fitting database and the NOAH link interface).

  10.0    Indemnity and Limitation of Liability

       (a)    any infringement of third party rights but only to the extent that such third party infringement results from the use of  IntriCon Technology;

       (b)    injury to any person (including death) or loss of or damage to property which may arise from or as a result of  manufacture, importation, sale, offer for sale or use of any Product by IntriCon; or

       (c)    any breach of this Agreement by IntriCon or its Related Bodies Corporate and their respective directors, officers,  employees and agents or any unlawful or negligent act or omission of any of them but subject to the provisions of 10.3.





      10.2 Dynamic Hearing must indemnify IntriCon and its Related Bodies Corporate and their respective directors, officers, employees and  agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and  interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising  out of or in connection with this Agreement, including liability arising in connection with:



   10.3 To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

   (a)    any infringement of third party rights that arise out of the exercise of the rights licensed under this Agreement; or

   (b)    any breach of this Agreement by Dynamic Hearing or its Related Bodies Corporate and their respective directors,  officers, employees and agents or any unlawful or negligent act or omission of any of them but subject to the  provisions of 10.3.

   (a)    all terms and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or  otherwise in relation to this Agreement are expressly excluded;

   (b)    Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;

   (c)    IntriCon is not liable in any way to Dynamic Hearing for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by Dynamic Hearing whether in negligence, tort, equity,  contract or otherwise, arising in connection with this Agreement;

   (d)    Dynamic Hearing's aggregate liability to IntriCon for direct loss and damages and all other liability not described herein  arising in connection with this Agreement whether in negligence, tort, equity, contract or otherwise, is limited to  payment of damages recoverable at law or equity up to a maximum of (and, for the sake of clarity must not exceed) $5m;  and

   (e)    if any legislation implies in this Agreement any term or warranty which cannot be excluded or modified, the liability of  Dynamic Hearing for a breach of any such term or warranty is limited, at the option of Dynamic Hearing, to any one or  more of the following:



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          (i)    if the breach relates to goods:

          (A)    the replacement of goods or the supply of equivalent goods; or

          (B)    the repair of such goods; and

          (ii)    if the breach relates to services: the supplying of the services again.

  11.0    Termination
   11.1 Notwithstanding any provision to the contrary in this Agreement, this Agreement may not be terminated by either party prior to two  years from the commencement date other than for the failure to pay the first and second yearly minimum payments as defined in section 4.3.     11.2 Subject to the provisions of 11.1, either party may terminate this Agreement immediately by written notice to the other party if:

   11.3 Dynamic Hearing may terminate this Agreement immediately by written notice to IntriCon if IntriCon:












       (a)    the other party breaches a material term of this Agreement (unless the breach is capable of remedy, in which case if the  other party fails to remedy the breach within 30 days after being required by written notice to do so)

       (a)    enters into any form of insolvency or administration including the following:

       (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

       (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

       (b)    sells a significant portion of its assets or undertaking.









   11.4 IntriCon may terminate this Agreement immediately by written notice to Dynamic Hearing if Dynamic Hearing:       16
   (a)    enters into any form of insolvency or administration including the following:

   (i)    stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

   (ii)    becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or  proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it  for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition  with or assignment for the benefit of its creditors, a class of them or any of them;

   (b)    sells a significant portion of its assets or undertaking.


   11.5 (a) Subject to the provisions of 11.1, IntriCon may terminate this Agreement upon three (3) months written notice to Dynamic  Hearing, such notice stating that IntriCon will cease making payments, either minimum or second component payments or both, and such  termination shall not be considered a breach of this Agreement.













     17



       (b)    Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice  to IntriCon of such termination.

       11.6    Termination or expiry of this Agreement will not affect:

       (a)    any rights or remedies of the parties which may have accrued before the date of termination;

       (b)    the rights and obligations of the parties which by their nature survive termination, including clauses 6, 7, 8, 9, and 10.

       11.7    Upon the effective date of expiry or termination of this Agreement for any reason whatsoever:

       (a)    IntriCon must return all original media and documentation and all copies thereof relating to the Licensed Subject  Matter and Confidential Information and all associated documents supplied under this Agreement or otherwise in  IntriCon's possession, custody or control except for such media and documentation necessary to continue selling  existing products;

       (b)    On Dynamic Hearing's request, IntriCon must procure one of its executive officers to certify (by way of statutory  declaration) that it has complied with its obligations under clause 11.7(a).







   provided that IntriCon may







   11.8 Upon the Effective Date of expiry or termination of this Agreement for any reason whatsoever:



   11.9 Nothing in this clause 11.0 is intended to prevent end-users of Products continuing to use the Products or to require such end-users  to return or destroy any Product.       18

       (c)    All rights granted under this Agreement in relation to the Licensed Subject Matter will cease except as otherwise  provided herein as to existing products;

       (i)    retain one copy of the Software until the fifth anniversary of such effective date; and

       (ii)    Use such Software until the fifth anniversary of such effective date solely as reasonably necessary to repair  and maintain any Base Product Units Sold under this Agreement on or before such effective date, for the  period (if any, until such anniversary) while such Base Product Unit is covered by a warranty granted by  IntriCon and as otherwise provided herein as to existing products.

       (d)    Notwithstanding anything herein to the contrary, IntriCon shall have a right after termination to continue selling  existing products that include the Dynamic Hearing Technology as long as IntriCon pays the appropriate royalties in  accordance with the payment clauses in section 4.9 and, for the avoidance of doubt, such other clauses of this  Agreement (including 4.3, 4.10, 5, 6 and 10.1 will continue to apply in respect of such sales. Existing products are those  products that IntriCon is selling at the date of termination of this Agreement.

       (e)    IntriCon is not obligated to pay any royalties, Minimum Payments or technology Access Fee after termination of this  agreement if IntriCon stops selling Base Product Units, and/or Basic Product Units incorporated into Enhanced  Products.

       (a)    Dynamic Hearing must return all original media and documentation and all copies thereof relating to IntriCon's  Technology and Confidential Information provided to Dynamic Hearing from IntriCon and all associated documents  supplied under this Agreement to Dynamic Hearing from IntriCon under Dynamic Hearing's possession, custody  control;

       (b)    on IntriCon's request, Dynamic Hearing must procure one of its directors to certify (by way of statutory declaration)  that it has complied with its obligations under clause 11.7(a).







   12.1 Any notice, demand, consent or other communication (Notice) given or made under this Agreement:













   12.2 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior  agreements and understandings between the parties in connection with such subject matter.     12.3 No amendment or variation of this Agreement is valid or binding on either party unless made in writing and executed by both parties.     19

12.0 General Provisions

       (a)    must be in writing and signed by a person duly authorized by the sender;

       (b)    must be delivered to the intended recipient by prepaid post (or, if posted to an address in another country, by  registered airmail or private air courier) or by hand or fax to the address or fax number below or the address or fax  number last notified by the intended recipient to the sender:

      (i) to Dynamic Hearing:    Chief Executive Officer  2 Chapel Street, Richmond, VIC 3121  AUSTRALIA  Fax :+613 8420 8599              (ii) to IntriCon:    President  1260 Red Fox Road  Arden Hills, Minnesota 55112  United States  Fax: +651 636 9503

       (c)    will be taken to be duly given or made:

       (i)    in the case of delivery in person, when delivered;

       (ii)    in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the  same country) or seven Business Days after the date of posting (if posted to an address in another country);  and

       (iii)    in the case of fax, on receipt by the sender of a transmission control report from the dispatching machine  showing the relevant number of pages and the correct destination fax machine number or name of recipient  and indicating that the transmission has been made without error, but if the result is that a Notice would be  taken to be given on a day that is not a Business Day in the place to which the Notice is sent or is later than  4:00pm (local time) it will be taken to have been duly given or made at the commencement of business on the  next Business Day in that place.





      12.4 Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent  necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.     12.5 No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial  exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not  valid or binding on the party granting that waiver unless made in writing.     12.6 IntriCon may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of  Dynamic Hearing. Likewise, Dynamic Hearing may not assign or transfer any of its rights or obligations under this Agreement without the prior  written consent of IntriCon.     12.7 This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one  instrument.     12.8 This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria,  Australia. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

            20

            DYNAMIC HEARING PTY LTD         INTRICON CORPORATION                   /s/ Elaine Saunders         /s/ Mark S. Gorder    Printed Name:     Elaine Saunders         Printed Name:     Mark S. Gorder    Title:     CEO         Title:     President & CEO    Dated:     July 20, 2008         Dated:     July 16, 2008





      EXHIBIT A

      21

                          Technology    DSP FrameWorkTM means DSP software implementing program switching, volume control, reading and  writing programs, program beeps, and battery monitoring.                   ADRO® Technology means the invention described in patent application PCT/AU99/00076 which is the  subject of the following patents and patent applications:  AU761865  EP11172020  US 6,731,767  CA 2,361,544  JP 2000-597976         and 32 channel ultra-low-delay ADRO ® amplification the subject of Patent application US11/283540.

                 Note that Dynamic Hearing does not have rights to ADRO for electrical stimulation of the auditory system  and that the rights to ADRO for electrical stimulation are thus explicitly excluded from this Agreement.                   Wide Dynamic Range Compression Technology means digital signal processing technology that provides  level-dependent amplification of the input signal in multiple frequency bands.                   Adaptive Directional Microphone Technology means the technology that is the subject of Australian Patent  Application 2004310722 entitled Adaptive Directional Systems.                   Fixed Directional Microphone Technology means digital signal processing technology that implements a  preferential fixed response to sound from a forward direction.







        22

     Omni-Directional Microphone Technology means digital signal processing technology that implements a  fixed response to sound from all directions.

                 The  Adaptive Directional Microphone Technology, Fixed Directional Microphone Technology and  Omni-Directional Microphone Technology are collectively known as the Microphone Technology.

                 Single-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Multi-channel Noise Reduction Technology means digital signal processing technology that reduces the  output signal level by an amount related to the internal noise level in multiple frequency bands.

                 Active Feedback Cancellation Technology means the technology of the subject of US patent 6876751.                       Oscillation Detection Technology means the technology of the subject of United States Patent 7302070.                       Oscillation Suppression Technology means digital signal processing technology that reduces the maximum  gain temporarily, in an individual frequency band, when a sustained oscillation is detected in that band as  more particularly described in European Patent Application 04734786.9 entitled Oscillation Suppression.

                 (The Active Feedback Cancellation Technology, Oscillation Detection Technology a n d  Oscillation  Suppression Technology are collectively known as the Feedback Technology).

                 Datalogging Technology means software that allows recording of events occurring during use of the device  to non-volatile memory.

                 Dynamic Display is a feature that allows parameters of each DSP module to be accessed and displayed in  real time without interrupting normal operation of the device.

                 Environmental Noise Reduction means digital signal processing that suppresses environmental noise.





      EXHIBIT B  HEARING AID DESIGNER SOFTWARE

          23

                          Software    The Hearing Aid DesignerTM is software comprising the DSP Software, the Manufacturers'  Toolkit, the  designCOMTM applications programming interface, and source code sufficient to enable the development and  integration of new DSP modules by the Licensee.                   (DSP Software means the embedded software that implements the Technology on the DSP Platform.)                   Library Software means the designCOM software that runs on the Applications Software Platform to  communicate with, and configure, the DSP Software on the DSP Platform, and the ADROpredict software  that provides initial estimates of the ADRO fittings for a given audiogram and comfortable level measures.                   Manufacturers'  Toolkit means the manufacturing software that allows configuration and calibration of  Products.                   Unless expressly specified in this Exhibit, Dynamic Hearing will have no obligation to provide updates or  revisions to, or new versions of, any software.                   (Collectively, the above software is known as the Hearing Aid Designer SoftwareTM).              Applications  Software Platform

The Applications Software Platform for Library Software is:  Windows 2000, Windows XP, or Windows Vista operating system running on a Personal Computer  connected to the Hearing Aid via a HiPro, or NOAHLink interface device.





      EXHIBIT C  Dynamic Hearing's Identified Customers                                                              GN RESOUND GROUP and INTERTON ELECTRONIC HÖRGERÄTE GMBH    Existing License Agreement         RION CO. LTD.    Existing License Agreement         SONIC INNOVATIONS INC.    Existing License Agreement         AUDIO CONTROLE INC.    Existing License Agreement         EARLENS CORPORATION    Existing License Agreement         AUSTRALIA HEARS PTY LTD    Existing License Agreement





         24

       AMERICA HEARS INC.    Existing License Agreement         VITASOUND AUDIO INC.    Existing License Agreement         SONOMAX HEARING HEALTH INC.    Existing License Agreement         PANASONIC    Commercial negotiations underway 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
answer:
Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental  harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect  commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract  or otherwise, arising in connection with this Agreement;


question:
EXHIBIT 10.3 SUPPLY AGREEMENT This Agreement (the Agreement), is made by and between EWSD 1, LLC, d/b/a/ SHI FARMS (Shi Farms), a Delaware limited liability company and Gridiron BioNutrients, Inc, a Nevada Corporation (Gridiron) , each individually a Party, and collectively, the Parties. WHEREAS Shi Farms grows industrial hemp and wishes to sell hemp biomass (Product); and Gridiron wishes to purchase Product from Shi Farms; and Both Parties acknowledge that Shi Farms is the owner of the Product as defined below; and Shi Farms is willing to sell Product to Gridiron and Gridiron desires to acquire in accordance with the terms and conditions set forth below. NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Products and Payments A. Product. Shi Farms agrees to sell Product and Gridiron agrees to purchase 30,000 lbs. of hemp biomass (Biomass) from Shi Farms. Biomass must contain a minimum of six percent (6%) total Cannabidiol (CBD/and or CBDA) and all Biomass must have less than three percent (3%) total TCH content. The Biomass must contain no contaminates that are above acceptable industry standards for processing Biomass including but not limited to: Mold and Mildew; Non- Hemp Plant Material; Soil; Insects; Rodent Droppings; Wet or Rotting Material; Heavy Metals; Residual Pesticides or Herbicides; Bacteria. B. Pricing. Both Parties mutually agree that the Purchase Price of the Product is determined on a $5.00 per pound basis for a total cost of one hundred fifty thousand dollars ($150,000). C. Certificate of Analysis (COA). Both Parties agree that CBD potency numbers are determined by a third-party lab according to standard testing protocol which was provided by the seller. Buyer may take their own samples (Product Samples) for testing as well. D. Payment. Both Parties agree that once the Parties have agreed to transaction which includes the purchase and sale of the Product that the Buyer will remit payment upon execution of this agreement. E. Quarantine. Once the payment has been received, Shi Farms will use its best efforts to quarantine product to ensure safe keeping of the Product until delivery date as agreed by the Parties. F. Delivery. Product Samples. The point of delivery of the Product Samples shall be a laboratory determined by Gridiron, if Gridiron determines that third party analysis of the Biomass is required for processing. Shi Farms shall be responsible to ship the Product Samples to the designated laboratory. Biomass. Shi Farms shall be responsible for delivery of the Biomass to the processor determined by Gridiron, in good form as described above A. Product.

1





2. Term and Termination. A. Termination. Either Party may terminate this Agreement at any time prior to delivery of the Product. 3. Indemnification. Gridiron and affiliated parties shall indemnify and hold Shi Farms harmless from any claims, losses, actions, damages, liabilities, taxes , obligations, fines, proceedings, deficiencies and out of pocket costs and expenses (including but not limited to attorneys' fees and disbursements) without limitation resulting from or arising out of any inaccuracy or breach of any representation or warranty; any non-performance or any obligation incurred by Gridiron and its affiliated parties. If any claim or legal proceeding is filed by a third party, prompt notice is required by the one to the other. 4. Notices. All notices required or permitted under this Agreement must be in writing and delivered by email or personal delivery on the date sent; or if my facsimile on the date sent; or if by certified US mail on the third business day following such mailing; or if by overnight courier, on the next business day. Shi Farms:214 39t h Lane Pueblo, CO 81006 ATTN: Steven Turetsky Gridiron: 1119 West 1st Ave - Suite G Spokane, WA 99021 ATTN: Tim Orr 5. Entire Agreement. A. Amendment, Waiver, Assignment. This Agreement may not be waived, amended or assigned without an agreed written and signed document, signed by both Parties. B. Governing Law. This Agreement and any amendments thereto shall be construed according to the laws of the State of Colorado without regard to conflicts of law principles and any disputes hereunder shall be litigated in a state court in Colorado. C. Confidential Information. In the course of performing their respective obligations, each party will enter into possession of information of the other party which the Parties wish to protect and deem Confidential Information. This will include all Intellectual Property, processes, pricing, and any information that is marked confidential. When the Agreement ends, each party shall return all copies of any such information to the other and take every reasonable measure to preclude its representatives from sharing or keeping such information. Failure to do so shall constitute a material breach of this Agreement with all rights and remedies available to the party whose material has been Disclosed. D. Counterparts and Severability. This document may be signed in counterparts which, when taken together, constitute the whole. Should any provision of this Agreement deemed unenforceable and thus stricken, the remainder of the Agreement remains in full force and effect upon both parties.

[Remainder of Page Intentionally Left Blank] 2





IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date below. EWSD 1, LLC d/b/a Shi Farms Gridiron BioNutrients, Inc. BY: /s/ Thomas A. Gallo BY: /s/ Timothy S Orr Date: 1/26/2020 Date: 1/27/2020 Name: Thomas A. Gallo Name: Timothy Orr- President Title: Executive Director 3 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
answer:
This Agreement may not be waived, amended or assigned without an agreed written and signed document, signed by both Parties.


question:
1                                                                     EXHIBIT 10.4

             MARKETING AND TRANSPORTATION SERVICES AGREEMENT

  THIS AGREEMENT made in duplicate this 20 day of November, 1995.

B E T W E E N:

                         PUROLATOR COURIER LTD.                                 (Purolator)                                                                           - and -                                                            PARCELWAY COURIER SYSTEMS CANADA LTD.                          a subsidiary of Dynamex Inc.                                  (Dynamex)

  WHEREAS Purolator inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Dynamex inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Purolator's principal business activity is next day or multiple day service:

  AND WHEREAS Dynamex' principal business is sameday service;

  AND WHEREAS Purolator and Dynamex wish to cooperate, as independent contractors, in the marketing of their respective services and in the provision of those services to their respective customers;

  NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, the Parties hereto agree as follows:

1.0  DEFINITIONS

1.1  The following words shall have the following meanings throughout this      Agreement:                 a)    Agreement means this Agreement and all Schedules annexed hereto,            as amended from time to time by the Parties;

  b)     Freight means any goods directed to one Party by the other for             pick up and/or delivery;

  c)     Force Majeure means

         i)      An Act of God;

         ii)     A strike, lock out or other labour disturbance;

2                                      - 2 -

         iii)     A war, revolution, insurrection, riot, blockade or any                      other unlawful act against public order authority;                                                                                               iv)      A storm, fire, flood, explosion, lightening or other                      hazardous weather condition;                                                   v)       Any Ministry of Transportation road closure or other acts                      of government or transport authorities which are beyond the                      control of the Parties;                                                        vi)      Any air traffic control delays, cancellations, reroutes or                      other acts of government, airport or aviation authorities,                      which are beyond the control of the Parties;                                                                             vii)     Any loss, hijacking, government seizure or diversion.

1.2     All references to currency in this Agreement shall be to Canadian         currency, unless otherwise indicated.

1.3     All references to days in this Agreement are references to calendar days         unless the reference is to business days, in which case business days          shall be interpreted as business days as designated in the Province of          Ontario.

2.0     TERM

2.1     This Agreement shall be effective from the date first above written and         shall continue indefinitely until terminated by either Party in          accordance with the provisions of this Agreement.

3.0     SCOPE OF SERVICES

3.1     Subject to the terms and conditions hereinafter set out, Purolator         agrees to do the following:

     i)     Offer sameday courier services to its customers under the                Purolator name and trade-mark;





     ii)    Tender to Dynamex all sameday courier service requests that it                receives;

     iii)   In connection with such sameday service requests, Purolator will                handle the customer request, will dispatch the pickup                 request to Dynamex, will be responsible for billing the customer                for the service and collecting the revenue and provide such sales                and marketing service, in conjunction with Dynamex, as may be                necessary;

     iv)    Will provide its next day and multiple day transportation                services to Dynamex' customers as may be required from time to                time, such services to be provided in accordance with the                service standards set out in Schedule A attached hereto, which                service standards may be amended from time to time;

3                                      - 3 -

     v)     In providing such next day or multiple day services, agrees to                provide customer service, dispatch, pickup and delivery, tracing                and tracking, together with joint sales and marketing efforts                with Dynamex, and will invoice Dynamex for the services provided                at the rates provided for herein.

3.2     Subject to the terms and conditions hereinafter set out, Dynamex agrees         to do the following:

     i)     Offer overnight courier services to its customers under the                Dynamex name and trade-mark;

     ii)    Tender to Purolator all overnight courier service requests that                it receives;

     iii)   In connection with such overnight service requests, will handle                the customer request, will dispatch the pickup request to                Purolator, will be responsible for billing the customer for the                 service and collecting the revenue and provide such sales and                 marketing service, in conjunction with Purolator, as may be                 necessary;

     iv)    Will provide its sameday transportation services to Purolator's                customers as may be required from time to time, such services to                be provided in accordance with the service standards set out                in Schedule B attached hereto, which service standards may be                amended from time to time;

     v)     In providing such sameday services, agrees to provide customer                service, dispatch, pickup and delivery, tracing and tracking,                together with joint sales and marketing efforts with Purolator,                and will invoice Purolator for the services provided, at the                 rates provided for herein.

3.3     For greater certainty, it is understood and agreed that either Party, in         providing the services referred in 3.1 and 3.2 above, may agree          to a variation of the services to be provided, including but not         limited to who shall provide pick up and delivery, tracking, tracing,         dispatch or other services.

3.4     Each Party agrees to provide the services outlined above at an on time         performance level of no less than ninety percent (90%) of the scheduled         delivery time, excluding delays caused by the other Party or events of          Force Majeure. Monthly, the performance level shall be measured as set          out above. Failure to provide services as set out herein constitutes a          Monthly Service Failure.

3.5     Except for the joint marketing efforts referred to in Section 3.1 (v)         above, Purolator agrees not to directly or indirectly solicit next day         or multiple day freight from existing sameday customers of Dynamex.             4 3.6    Except for the joint marketing efforts referred to in Section 3.1 (v)        above, Dynamex agrees not to directly or indirectly solicit overnight        freight from customers of Purolator.

3.7    Purolator agrees to tender to Dynamex all sameday service requests that        it receives.

3.8    Dynamex agrees to tender to Purolator all next day and multiple day        transportation requests to Purolator for delivery.

3.9    Dynamex agrees not to provide sameday delivery services for any other        provider of next day or multiple day courier services. It is understood        and agreed that Dynamex, from time to time and upon request, may provide        pick-up and/or delivery services for other next-day or multiple day        courier service providers, as part of their next-day and multiple day        service commitment, provided Dynamex' services will not result in the        provision of same day service to the customer of the provider of        next-day or multiple day courier service.





    Dynamex may continue to provide the same day service it currently        provides to Alltours customers, provided revenue to Dynamex from this        business does not exceed Five Thousand Dollars ($5,000.00) per month        provided there is no change in control, direct or indirect, in Alltours.

3.10   It is understood and agreed by the Parties that each Party presently        offers a number of services which are complementary to those provided        for herein, including but not limited to mail room management services        and building distribution services. In that regard, Dynamex offers        its services as Dynamex while Purolator offers its services under the        name Distribution Management Services Inc. or DMS. It is understood and        agreed that nothing in this Agreement shall prevent the Parties from        continuing to provide such services or their continued development of        such services/operations.

3.11   The Parties covenant and agree that this Agreement shall cover their        services throughout Canada and the United States of America. If either        Party desires to enter into an agreement with another party providing         for services similar to those provided for herein, in either Canada or        the United States of America or both, or to provide services similar to         those provided for herein without an agreement, then same can only be         done with the prior written consent of the other Party. It is understood        and agreed that Dynamex may enter into an Agreement with another party         to provide its services as described herein in the United States,         provided however that any such agreement shall not preclude or prevent         Dynamex from providing such Services to Purolator in the United States.

3.12   Attached hereto as Schedule C to this Agreement is the Operational        Plan for this Agreement. The Operational Plan details the obligations        and responsibilities of the Parties pursuant to this Agreement,        including but not limited to details as to the handling of freight, the        exchange of freight, customer service, billing, invoicing, track and

5        tracing responsibilities. Monthly, the Parties shall conduct operational         meetings to adjust co-ordination, operational planning and any other        requirements determined by the Parties from time to time.

4.0    RATES

4.1    Subject to all other terms and conditions of this Agreement, Purolator        shall pay to Dynamex the rates set forth in Schedule D.

4.2    Subject to all other terms and conditions of this Agreement, Dynamex        shall pay to Purolator the rates set forth in Schedule E.

5.0    PAYMENT PROCEDURES

5.1    Each Party shall invoice the other twice a month, effective the        fifteenth (15th) day and the last day of the month for services          rendered for the period since the last invoicing.

5.2    Every invoice shall be accompanied by supporting documentation to        substantiate same. Failure to provide such documentation shall result in        payment of only the invoiced amount which is supported by the        documentation.

    Any amounts invoiced which are not supported by documentation shall not        be paid until such time as documentation is provided by the invoicing        Party.

    It is understood and agreed that Bills of Lading will not be required as         supporting documentation.

5.3    Dynamex must forward all invoices in duplicate and required        documentation pertaining to this Agreement, to the attention of:

    Purolator Courier Ltd.        5995 Avebury Road, Suite 500        Mississauga, Ontario        L5R 3T8

    Attention: Finance

5.4    Purolator must forward all invoices in duplicate and required         documentation pertaining to this Agreement, to the attention of:

    Dynamex Express        2630 Skymark Avenue        Mississauga, Ontario        L4W 5A4

5.5    Every invoice shall be reviewed by the invoiced Party and subject to        paragraphs 5.2, shall pay the invoice net fifteen (15) days from the        date of invoicing. Invoices shall be delivered to the invoiced Party        within three (3) days of the date of invoicing.





6                                      - 6 -

5.6    Interest, at the prime rate then charged to commercial customers by the        Canadian Imperil Bank of Commerce (Toronto Main Branch), shall be        payable on all amounts overdue for thirty (30) days or more.

5.7    Any discrepancy in an invoice which is discovered by either Party may        result in the issuance of a debit note or credit note by the appropriate        Party, and notwithstanding any prior payment, the same shall be         accompanied by supporting documentation. Payment shall be made by the         appropriate Party net fifteen (15) days from receipt and acceptance of         the documentation.

5.8    (a)     The Parties acknowledge and agree that the Services to be                provided hereunder constitute the supply of freight                transportation services in the course of the continuous                movement of freight, also referred to as interlining.                Accordingly, the Services under this Agreement are zero-rated                for the purposes of the Goods and Services Tax (hereinafter                 referred to as GST) pursuant to Section 1 of Part VII of                Schedule VI of the Excise Tax Act, R.S.C. 1985, Chapter E-15,                as amended from time to time.

    (b)     In the event that GST or any other value added or sales taxes                are applicable at any time during the Term of this Agreement:

                 (i)    Either party shall be liable for the same, if                             applicable;

                 (ii)   Either Party shall identify such tax separately on                             each invoice; and

                 (iii)  Either Party's GST registration number shall                             appear on each invoice.

6.0    LIABILITY FOR LOSS OR DAMAGE

6.1    A Party shall be liable to the other for loss, damage or delay to        Freight due to its acts or omissions, including its negligence, and        those of its employees, agents and those for whom in law it is        responsible and occurring while Freight is in its care, custody or        control. For the purpose of this Agreement, Freight shall be considered        in the care, custody or control of a Party from the time it is tendered        to it by the other Party or the other Party's customer until the time of        its delivery to the other Party or the consignee, as intended. For        greater certainty, a Party shall not be liable hereunder if the Freight        is damaged solely as a result of improper packing.

6.2    A Party shall, in the event of loss, damage or delay to Freight while in        its care, custody or control, immediately notify the other Party of the         loss or damage, carry out an investigation of the incident to determine        the cause of such loss, damage or delay and shall within

7        thirty (30) days of the event of loss, damage or delay or knowledge of        such incident of loss, damage or delay, whichever is later, as the case        may be, report its findings to the other Party. All costs associated        with such investigation shall be the responsibility of such Party if the        loss, damage or delay was due to the acts or omissions or those of its        employees, agents or those for whom in law its is responsible;        otherwise, the costs shall be shared equally by the Parties hereto.

6.3    A party shall, for any loss, damage or delay to Freight while in its        care, custody or control, forthwith pay to the other Party the actual        damages suffered by such other Party. Such liability shall not exceed the        other Party's contractual liability to its customers. The Parties        acknowledge that their contract of carriage with their customers provides        that liability for loss, damage or delay, including liability for        consequential loss, is limited to Four Dollars and Forty One Cents        ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher        value has been declared for insurance purposes.

7.0    SET-OFF

7.1    A Party shall pay to the other the full amount of any paid claim, loss        or damage for which it is liable within forty five (45) days following           presentation of supporting documentation. If a Party fails to pay        following presentation of supporting documentation then the other Party        shall have the right to deduct the amount of such claim, loss or damage        from any monies due or becoming due to the first Party by the second        Party.

8.0    INDEMNIFICATION

8.1    Each Party shall at all times indemnify and hold harmless the other, its        directors, officers, employees and any others for whom it may be        responsible in law, from and against all claims, including claims made        by the indemnifying Party's personnel under worker's compensation        legislation, demands, awards, judgments, actions and proceedings by        whomsoever made, brought or prosecuted in respect of loss of, damage to        or destruction of property (including loss or damage sustained by the        indemnifying party) or personal injury including death and from and        against any and all loss or, damage to or destruction of property,        expenses and costs (including legal fees and disbursements) suffered or        incurred by the indemnifying Party, its directors, officers, employees





    and any others for whom it may be responsible in law, arising out of or        in any way connected with the indemnifying Party, its directors,        officers, employees and any others for whom it may be responsible in law,        arising out of or in any way connected with the indemnifying Party        provision of Services under this Agreement and whether or not caused by        the indemnifying Party's negligence. Loss or damage sustained by the        indemnifying Party shall also include loss as a result of loss of use.

8                                      - 8 -

8.2    Notwithstanding anything contained herein to the contrary, the        indemnifying party's liability to the other hereunder shall not        exceed the insurance coverage set out in Section 9.0.

9.0    INSURANCE

9.1    Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:

    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;

    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;

9.2    Each Party shall deliver to the other, prior to commencing to provide        the Services and thereafter, annually, a certificate or certificates of        insurance evidencing that the required insurance coverages as        provided for in paragraph 9.1 are in effect and that each Party shall be        given thirty (30) days prior written notice of cancellation or         expiry of or material change to such insurance coverages.

9.3    The Policies set out in paragraph 9.1 shall contain a waiver of        subrogation rights in favour of the other Party, its officers,        directors, employees and any others for whom it may be responsible in        law.

9.4    Each Party shall maintain the insurance coverages provided for in        paragraph 9.1 hereof, in full force and effect during the term of        this Agreement and covenants that nothing shall be done whereby any        policy will be cancelled and shall pay all renewal premiums thereon on or        before the due date and shall forthwith furnish the other Party with        copies of certificates of insurance of such renewals.

9.5    The policies set out in paragraph 9.1 shall not limit the insurance        required by municipal, provincial, federal or other law. It shall        be the sole responsibility of each Party to determine what additional        insurance coverages, if any, are necessary and advisable for its own        protection

9                                      - 9 -

    or to fulfil its obligations under this Agreement. Any such additional        insurance shall be provided and maintained by that Party at its own        expense.

9.6    Each Party shall ensure that any subcontractor or other party with whom        it contracts in providing the Services shall carry adequate        insurance coverage, but not less than that provided in paragraph 9.1.

10.1   COMPLIANCE WITH LAW

10.1   (a)     Each Party shall comply with all legislation directly or                indirectly applicable to the performance of its obligations                under this Agreement.

    (b)     Each Party shall notify the other at least thirty (30) days or                in any event as soon as possible, before any change is made in                its licences or operating authorities which may affect in any                way the performance of any of its obligations under this                Agreement.

11.0   PROTECTION OF FREIGHT

11.1   Each Party shall take all reasonable measures to ensure that Freight in        its care, custody or control is protected at all times from theft,        weather and all other damage or danger, and without restricting the        foregoing, shall ensure that:

    (a)     Freight is not kept out-of-doors except for purposes of loading                or off loading; and

    (b)     If at any time Freight is not under its complete visual and                physical control, it shall provide a secure storage area





            in a facility at its own cost.

12.0   SECURITY

12.1   Each Party shall ensure that all reasonable security and investigation        measures are implemented including but not limited to the provisions set        forth in Schedule F respecting the provision of Services.

12.2   Each Party shall implement and put in place security and investigation           procedures to ensure the protection and security of Freight. These        procedures shall include spot checks, inspections, reporting,        investigations and any other procedures to ensure not only that the        Services required by the other Party are provided but that the Services        are provided in accordance with industry standards.

10                                      - 10 -

13.0   DANGEROUS GOODS

13.1   The Parties acknowledge that the Transportation of Dangerous Goods Act,        S.C. 1992, c.34, as amended from time to time (hereinafter referred        to as the TDGA) prohibits transportation of any explosive, dangerous         or destructive substance, or anything likely to injure or damage property        or persons (hereinafter referred to as Dangerous Goods) unless the        requirements of the TDGA are met. The Parties agree that they only intend        for Dangerous Goods to be carried pursuant to this Agreement if the        requirements of the TDGA are met and both Parties are aware that such        goods are being carried. Notwithstanding the foregoing, the Parties agree        that neither Dynamex nor Purolator shall be under any obligation or duty        whatsoever to open for prior inspection any Freight tendered to Dynamex        pursuant to this Agreement. Neither Party shall be responsible for any        losses or damage whatsoever that may be sustained by the other Party, its        directors, officers, employees and any persons for whom it may become        responsible in law, as a result of any Dangerous Goods contained in        Freight unless such Party had actual prior knowledge of the presence of        Dangerous Goods. In the event a Party had actual prior knowledge of the        presence of Dangerous Goods, then it shall be liable for loss or damage        to the other Party if it would otherwise be liable under this Agreement        or at law.

13.2   Each Party must comply with the placarding and all other regulations        applicable to the handling of Dangerous Goods. The Parties agree to        maintain at their own expense a current Dangerous Goods Training        Certificate for both air and ground shipments for itself and its        operators during the term of this Agreement and to provide the other        Party with a copy of same upon execution of the Agreement and thereafter,        as the Parties request, failure of which may result in the termination of        this Agreement immediately by the other Party.

13.3   The Parties agree to ensure that their respective Dangerous Goods        Handling Procedures are compatible to ensure complete adherence with the        Legislation and Regulations. Each Party agrees to promptly advise the        other of any changes to its Dangerous Goods Handling Procedures.

14.0   RECORDS AND REPORTS    14.1   Each Party shall maintain performance reports, comparing actual to        scheduled departure and arrival times for Services provided. Such        reports shall be made available for review by the other Party and in        connection with same, a Party shall provide copies of all data and        records relating thereto.

11                                      - 11 -

14.2   Each Party shall maintain complete maintenance and operational records.

14.3   Each Party shall keep accurate books, accounts and records covering all         transactions relating to this Agreement, including books of original        entry, and upon request from the other Party, shall allow access to        same.

14.4   Either Party shall have the right to request the other to provide,        through an auditor agreed to by the Parties, validation of the        information and data referred to herein.

15.0   CONTINGENCY PLANS

15.1   In the event a Party is unable to provide the Services as a result of a        strike or other labour disruption caused by its employees, it shall              attempt to subcontract the Services to another operator or operators,        acceptable to the other Party. Such Services shall be provided by such        subcontractor/subcontractors on the same terms and conditions herein set        out and will be continued to be provided during the period of any such        strike or labour disruption, unless this Agreement is otherwise        terminated pursuant to the provisions of this Agreement. It is        understood and agreed that, if such Party provides the Services by        subcontracting to another operator/operators, then it shall be deemed        not to be in default pursuant to paragraph 17.1(c). Notwithstanding        same, all other default provisions as set out in paragraph 17, continue        to apply.





16.0   SERVICE FAILURE REMEDIES

16.1   In the event that Monthly Performance Failures occur more than three (3)        times in any twelve (12) month period, an Event of Default shall have         occurred.

17.0   DEFAULT PROVISIONS

17.1   For the purposes of this Agreement, the following shall constitute        events of default by a Party (hereinafter referred to as Events of         Default):

    (a)     if a petition is filed against it under any applicable bankruptcy                legislation and is not withdrawn or dismissed within sixty                (60) days thereafter;

    (b)     if a resolution is passed by it respecting the sale of all or                substantially all of its assets, or an order for the winding                 up of its business is made, or it otherwise agrees to make a                 bulk sale of it's assets;

    (c)     if it ceases or threatens to cease to carry on its business;

12                                      - 12 -

     (d)     if it commits or threatens to commit an act of bankruptcy, or                 if it becomes insolvent or bankrupt or makes an assignment or if                 a receiver or receiver manager is appointed in respect of its                 business and affairs of either by way of private instrument or                 through court proceedings;

     (e)     if a judgment or order is entered with respect to it under the                 Company Creditors Arrangement Act R.S.C. 1985, Chapter C-36, as                 amended, or similar legislation, or it takes advantage of the                 provisions of any bankruptcy or insolvency legislation;

     (f)     if any execution, or any other process of any court becomes                 enforceable against all or substantially all of it's property or                 if a distress or analogous process is levied against all or                 substantially all of its property;

     (g)     if it is in default as per paragraph 16.1 hereof; or

     (h)     if it otherwise neglects or fails to perform or observe any of                 its obligations under this Agreement and fails to cure the                 breach or default within thirty (30) days of written notice to                 the other Party.

17.2    Upon the occurrence of an Event of Default and in addition to any         rights or remedies available to it under this Agreement or at law or in         equity, the Party not in default may exercise any or all of the         following remedies:

     (a)     terminate this Agreement, upon giving one hundred and twenty                 (120) days written notice, otherwise upon written notice with                 respect to 17.1 (g) and (h);

     (b)     recover from the defaulting Party any and all monies then due                 and to become due; and

     (c)     take possession, immediately, without demand or notice, without                 any court order or other process of law, any and all of its                 property (including bags and containers) and Freight received by                 the defaulting Party under this Agreement.

17.3    Termination of this Agreement shall be without prejudice to any other         rights of the Party not in default, including the right to claim         damages, and to the rights of the Parties that have accrued prior to         termination.

17.4    In the event the Defaulting Party fails to pay any amount due pursuant         to paragraph 17.2, then the other Party shall have the right to deduct         same from any amount due or to become due to the defaulting Party.    13                                      - 13 -

18.0    PERFORMANCE PENALTIES

18.1    In the event a Party has, in any twelve (12) month period, more than         three (3) Monthly Performance Failures, then the defaulting Party shall         pay a penalty to the Party not in default, which the Parties acknowledge         is a pre-estimation of damages suffered by the non-defaulting Party due         to the current month's Monthly Performance Failure (Default Month).

     For each Default Month, the Party in default shall pay a penalty equal         to five (5) times the Party not in default's corporate average yield         during the Default Month for each shipment below the performance





     commitment.

     For example, if the defaulting Party, in a Default Month, provided         services at an eighty five percent (85%) level and the average yield for         the Default Month of the Party not in default is ten dollars ($10.00)         and the total number of shipments handled by the defaulting Party         pursuant to this Agreement is one hundred (100), then the penalty would         be equal to 5 x[(Performance Commitment - Actual Performance Level) x #         of shipments] x average yield or 5 x [(90-85) x 100] x 10 = $250.00.                                       100 19.0    TERMINATION WITHOUT CAUSE

19.1    Either Party may terminate this Agreement, without cause, by giving two         (2) years written notice.

19.2    In the event of a change in control of a Party, the other Party shall         have the right, upon written prior notice, to terminate this          Agreement.

20.0    NOTICE

20.1    Any notice or other communication with respect to this Agreement shall         be in writing and shall be effectively given if delivered, or sent         (postage or other charges prepaid) by letter, facsimile or electronic         means addressed:

     (a)     in the case of Purolator to:                                  Purolator Courier Ltd.                 5995 Avebury Road, Suite 500                 Mississauga, Ontario                 L5R 3T8                 Attention:

     (b)     in the case of Dynamex:

             Dynamex Inc.                 2630 Skymark Avenue                 Suite 610                 Mississauga, Ontario                 L4W 5A4    14                                      - 14 -

     or to any other address of which the Party in question advises to the         other Party in writing. Any notice that is delivered shall be deemed to         have been received on delivery; any notice sent by facsimile or         electronic means shall be deemed to have been received when sent and         receipt confirmed and any notice that is mailed shall be deemed to have         been received five (5) business days after being mailed. In the event of         a postal disruption, service to be effective must be delivered or sent         by facsimile.

21.0    REPRESENTATIONS AND WARRANTIES

21.1    Dynamex represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth                  in this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Dynamex is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any governmental authority or agency                 required to be obtained or accomplished by Dynamex has been                 obtained or accomplished and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings to                 Dynamex is a Party, or which is before any court or                 administrative agency, which might materially adversely affect                 the financial or other condition, business, assets, liabilities                 or operations of Dynamex or the ability of Dynamex to perform                 its obligations under this Agreement;

20.2    Purolator represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth in                 this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Purolator is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any    15                                      - 15 -                   governmental authority or agency required to be obtained or                  accomplished by Purolator has been obtained or accomplished





             and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings                 to which Purolator is a Party, or which is before any court                  or administrative agency, which might materially adversely                  affect the financial or other condition, business, assets,                  liabilities or operations of Purolator or the ability of                  Dynamex to perform its obligations under this Agreement;

22.0    FORCE MAJEURE

22.1    No Party hereto shall be in breach of this Agreement by reason of a          delay in the performance of, or failure to perform, any of its          obligations hereunder if such a delay or failure is a result of         an event of Force Majeure.          22.2    Each of the Parties hereto shall minimize, to the extent reasonably         practicable, the impact on either Party of any of the events of Force         Majeure in its performance of its obligations under this Agreement.

22.3    The Party invoking an event of Force Majeure shall immediately notify in         writing the other Party of such occurrence, whereupon the other Party         shall confirm in writing having received such notice of the occurrence         of an event of Force Majeure.

23.0    ASSIGNMENT

23.1    Neither Party shall sell, assign, subcontract, transfer or dispose of         this Agreement or any part thereof, without the prior written consent of         the other Party or otherwise enter into an agreement with any other         Party for Services contemplated herein.

23.2    The terms and conditions of any such subcontract shall respect the terms         and conditions of this Agreement and in all cases shall be of equivalent         or higher standards. Neither Party shall reveal the contents of this         Agreement; however a Party may enter into identical agreements with its         connectors, and/or subcontractors, as the case may be, with respect to         the terms and conditions of this Agreement, save and except rates.

24.0    ENTIRE AGREEMENT

24.1    This Agreement and all Schedules attached hereto, embody the entire         agreement of the Parties hereto and no representation, understanding, or         agreement, verbal or otherwise exists between the Parties except as         herein expressly provided.    16                                      - 16 -

24.2    The following order of precedence shall be given in the event of a         conflict between the documents comprising the Agreement:

     (a) Agreement         (b) Schedules, and          (c) the operating plan and any amendments thereto.

25.0    WAIVER

25.1    Failure of any Party to enforce or insist upon compliance with any of         the terms or conditions of this Agreement shall not constitute a general         waiver or relinquishment of any such terms or conditions but the same         shall be and remain at all times in full force and effect.

26.0    HEADINGS AND CAPTIONS

26.1    Headings and captions are inserted for each section of this Agreement         for convenience only and in no way define, limit or describe the scope         of intent of this Agreement, nor shall they have any effect in regard to         its interpretation.

27.0    AMENDMENTS

27.1    Unless otherwise provided herein, this Agreement shall not in any manner         be supplemented, amended or modified except by written instrument         executed on behalf of both Parties by their duly authorized         representatives.

28.0    SINGULAR/PLURAL

28.1    Whenever, in this Agreement, the context requires or permits the         singular number shall be read as if plural were expressed.

29.0    SEPARATE COUNTERPARTS

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

30.0    TIME

30.1    Time shall, in all respects, be of the essence in each and every of the         terms, covenants, obligations and conditions in this Agreement.

31.0    SEVERABILITY





31.1    In the event that any provision of this Agreement is invalid,         unenforceable or illegal, then such provision shall be severed from this         Agreement and this Agreement shall be read as if such provision were not         part of this Agreement and provided such severance does not    17                                      - 17 -

     substantially frustrate the intention of this Agreement, such invalidity         or unenforceability or illegality shall not affect any other provision         of this Agreement.

32.0    BINDING EFFECT

32.1    This Agreement shall enure to the benefit of and be binding upon the         Parties hereto, successors and assigns.

33.0    RELATIONSHIP OF THE PARTIES

33.1    The Parties recognize that they operate as an independent business and         declare that nothing in this Agreement shall be construed as creating a         relationship of employment, joint venture, partnership or agency between         Purolator and Dynamex, and no act or omission of either Party shall bind         or obligate the other except as expressly set forth in this Agreement.         The Parties agree that no representation will be made or acts undertaken         by either of them which could establish or imply any apparent         relationship of agency, partnership, joint venture or employment and         neither Party shall be bound in any manner whatsoever by any agreements,         warranties, representatives or actions of the other Party to such         effect.

34.0    CONFIDENTIAL INFORMATION

34.1    The Parties recognize that this Agreement contains information which is         commercially sensitive and agree to keep the entire contents of this         Agreement confidential and not to make any disclosures to any third         Parties (other than their professional and financial advisers who agree         to be bound by this provision) unless required by law to do so or unless         prior written consent is obtained from the other Party.      35.0    TRADE-MARKS

35.1    Each Party's trade-marks, distinctive colours and designs used in         connection with the Services shall remain at all times during the term         of this Agreement and on the expiration or termination thereof, the         exclusive property of each Party and any benefit associated with such         use shall accrue solely to that Party. Each Party shall use the other         Party's trade-mark, distinctive colours and designs only with the         prior written consent of the other Party and only in connection with the         services provided hereunder.

36.0    LAW OF THE AGREEMENT

36.1    This Agreement shall be governed and construed in accordance with the         laws of the Province of Ontario. All legal proceedings arising out of         this Agreement shall be brought in a court of competent jurisdiction in         the Province of Ontario, and each of the Parties hereby attorn to the         jurisdiction of such court with respect to such proceedings.    18                                      - 18 -

37.0    REMEDIES

37.1    All remedies herein are cumulative and are in addition to, not in lieu         of, any remedies provided at law or in equity.

38.0    PUBLIC ANNOUNCEMENT

38.1    The content and timing of any public announcement, press release or         publication of any kind regarding this Agreement shall be mutually         agreed to by the Parties, except disclosures required by applicable law,         in which case advance notice will be given to the other Party.

39.0    ARBITRATION

39.1    If at any time a dispute arises between the Parties hereto which cannot         be resolved by agreement among the Parties, or if the Parties are unable         to agree on any matter that requires their mutual agreement hereunder,         the dispute or matter shall be submitted to arbitration as provided in         this Article by any Party hereto giving written notice to the other         Party (the Notice to Arbitrate). The Notice to Arbitrate shall contain         a concise description of the matter submitted for arbitration.

39.2    The Parties hereto shall within ten (10) business days of receipt of         the Notice to Arbitrate jointly appoint a single arbitrator. If the         Parties fail to appoint an arbitrator who shall jointly select a third         arbitrator within ten (10) days, failing which same shall be designated         by the President of the Arbitrators' Institute of Canada Inc. upon the         request of either Party.

39.3    The arbitration shall take place in the Municipality of Metropolitan         Toronto and shall be governed by the provisions of the Arbitration Act.

39.4    The determination of the arbitrator shall be in writing and shall be         final and binding upon the Parties hereto.

39.5    The cost of the arbitration shall be borne by the Parties hereto





     equally.

39.6    Submission to the arbitration under this Article shall be a condition         precedent to the bringing of any action with respect to this Agreement.

40.1    LANGUAGE

40.1    The Parties have expressly requested that this Agreement be written in         the English language.

     Les Parties ont specifiquement requis que la presente entente soit         redigee en langue anglaise.    19                                      - 19 -

41.0    REPUTATION

41.1    In the event a Party has committed or shall commit any material act, or         has or does become involved in any material situation or occurrence         bringing either Party into public disrepute, contempt, scandal or         ridicule, or shocking, insulting or offending potential customers of         either Party or any racial, religious or ethnic, age or gender group, or         reflecting unfavourably on either Party's reputation or their products         or services, then the other Party may terminate this Agreement upon         giving such notice as it deems appropriate. The non-offending Party's         decision on such matter arising hereunder shall be based on its judgment         as to whether or not the act or involvement of the offending Party has         materially harmed or may be materially harmful to the Parties, their         products, services or trademarks, in any respect, acting bona fidely.

42.0    NON-COMPETITION

32.1    In the event this Agreement is terminated pursuant to the provisions of         paragraph 17, then the Party in default shall not enter into an         agreement with any other Party to provide services similar to those         provided herein or to provide its services similar to those provided for         herein without an agreement, for a period of six (6) months from the         effective date of termination.

42.2    In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.

The Parties have executed this Agreement as of the day, month and year first above written by their proper officers duly authorized on that behalf.

                             PARCELWAY COURIER SYSTEMS CANADA LTD.

                             Per:  (ILLEGIBLE)  11/20/95      c/s                                     -----------------------------

                             Per:                             c/s                                     -----------------------------

                             PUROLATOR COURIER LTD.

                             Per:   (ILLEGIBLE)               c/s                                     -----------------------------

                             Per:   (ILLEGIBLE)                                                   -------------------------------- 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
answer:

Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:

    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;

    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;