1. RETAINER

1.1 Services

The Contractor shall be retained by the Corporation to perform the work set out in the attached Schedule “A”, subject to the terms and conditions herein contained and additional detail as set out in the attached Schedule “A”. The Contractor shall provide such services as may from time to time requested by the Corporation, including, without limitation, those services described in Schedule “A”. The Contractor agrees that she may be retained by the Corporation to provide services other than the services set out in the attached Schedule “A”, in which event the Contractor shall, subject to the terms and conditions herein contained, continue to be retained by the Corporation to provide the services as re-defined.

1.2 Status of Contractor

The parties acknowledge and agree that it is their mutual intent that the Contractor have the status of independent contractor to and not an employee of the Corporation, until such time the Corporation and Contractor agree that the Contractor becomes employee of the Corporation. The Contractor’s fees for services include all elements of compensation for the services to be provided hereunder and the Contractor shall not be enrolled or participate in any of the Corporation’s benefits programs or other non-cash compensation schemes available to employees.

1.3 Supervision and Administration

The work of the Contractor under this Agreement shall be supervised by an employee designated in Schedule “A” (the “Supervisor”). The Contractor shall liase with the Supervisor on all aspects of the administration and discharge of this Agreement and shall be directed on all aspects in accordance with the Supervisor’s instructions.

2. TERM

This Contract for Services shall commence and terminate on the dates set out in Schedule “A”, unless terminated earlier in accordance with the provisions hereof.

3. HOURS OF SERVICE

The hours of service will be set out in Schedule “A”.

4. PLACE OF WORK

The Contractor shall complete the scope of work from the office set out in the attached Schedule “A”.

5. RETAINER

5.1 FEES

The Contractor shall be entitled to the fees as set out in the attached Schedule “A”.

5.2 Expenses

The Corporation shall reimburse the Contractor for all out-of-pocket expenses actually and properly incurred by the Contractor in connection with the provision of his services hereunder, provided that the related activities are approved by a manager of the Corporation in advance and complies with the Corporation’s TE policy and the Contractor submits a signed expense statement including receipts therefor.

6. CONTRACTOR’S COVENANTS

6.1 Duties and Responsibilities

The Contractor shall duly and diligently perform all lawful services required pursuant to this Contract for Services, and in so doing shall comply with all lawful reasonable instructions which she may receive from any manager representing the Corporation. The Contractor shall duly and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Contractor may from time to time receive for, from or on account of the Corporation.

7. TERMINATION OF CONTRACT

7.1 Termination by Corporation for Cause

This Contract for Services may be terminated at any time by notice in writing from the Corporation to the Contractor, for cause.

7.2 Termination on Notice

Either party may terminate this Agreement on 7 days notice to the other party.

8. GENERAL PROVISIONS

8.1 Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “This Agreement”, “hereof”, “hereunder”, and similar expressions refer to this agreement and not to any particular article, section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is incorrect, or is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

8.2 Number

In this agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and the words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

8.3 Schedules

The following are the schedules annexed hereto which are incorporated by reference and deemed to be part of this Agreement:

• Schedule “A”: Terms and Scope of Work

8.4 Benefit of Agreement

This Agreement shall enure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Contractor and the successors and assigns of the Corporation. The Contractor may not assign his rights, duties or obligations under this Agreement.

8.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements, whether written or oral, between the parties hereto and with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

8.6 Amendments and Waivers

No amendments to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. Should the Contractor's position, compensation or benefits change over time, the parties agree that this Agreement shall be deemed to be amended only to the extent necessary to incorporate such changes.

8.7 Severability

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

8.8 Notices

Any demand, notice or other communication (hereinafter in this Section 8.8 referred to as a “Communication”) to be given in connection with this Agreement shall be given in writing and may be given by personal delivery, by fax, or by registered mail addressed to the recipient.

Or such other address or individual as may be designated by notice by either party to the other. Any Communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, if made or given by fax shall be deemed given as of the third business day following the day the notice is faxed, providing hard copy acknowledgement of successful faxed notice transmission is retained. and, if made or given by registered mail, on the fifth day, other than a Saturday, Sunday or statutory holiday in British Columbia, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system, which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery or fax.

8.9 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of British Columbia.

8.10 Arbitration

All disputes under this Agreement, other than those solely relating to the subject matter of Schedule "B" or Schedule "A" (or both together), shall be referred to a single arbitrator selected by agreement of the parties. If the parties fail to agree on an arbitrator within 30 days of written notice of the nature of the dispute being delivered by one party to the other, the dispute shall be referred to the Canadian Arbitration Association under the Expedited Procedures, who will select an arbitrator and which selection shall be binding on the parties.

8.11 Independent Legal Advice

The Contractor acknowledges that he has had the opportunity to obtain independent legal advice about this agreement prior to execution. To the extent that the Contractor fails to obtain independent legal advice, he acknowledges that such failure will not be used by him as a defence to the enforcement of this Agreement.

8.12 Copy of Agreement

The Contractor hereby acknowledges receipt of a copy of this Agreement duly signed by the Corporation.