Common use of Agent's Fee Clause in Contracts

Agent's Fee. 5.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a payment equal to 8% of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall be paid as to one-half in cash and as to the other half in the form of Agent's Units; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 The certificates representing the Agent's Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a cash payment equal to 8% of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall be paid as provided that the Agent may elect (by notice in writing delivered to the Issuer prior to such Closing) to receive up to one-half of such fee in cash and as to the other half in the form of Agent's Units; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half a portion of the Agent's Fee shall may, at the option of the Agent, be paid by the issuance of Agent's Units at a deemed price of $0.70 0.45 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 18 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 0.55 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 The certificates representing the Agent's Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,0004,000.

Agent's Fee. 5.1 8.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting ofto: (a) pay the Agent a payment equal to 8commission of 3% of the gross proceeds received by the Issuer from the sale of Units and FT Shares to investors on the President’s List and 7% of all other gross proceeds of the Offering (including any Units on such Closingand FT Shares sold under the Over-Allotment Option), which shall be paid as to one-half whether purchased by the Agent for its own account or for its clients or purchased by other members of the Selling Group for their own accounts or for their clients, payable in cash and as to lawful Canadian currency (the other half in the form of “Agent's Units; and’s Fee”); (b) issue to the Agent (or to members of the Selling Group as directed by the Agent) that number of Agent's ’s Warrants which is equal to 203% of the number of Units and FT Shares sold to investors on such the President’s List and 7% of the number of all other Units and FT Shares sold (including any Units and FT Shares sold under the Over-Allotment Option); and (c) pay the Agent an advisory fee of $30,000. The advisory fee referred to in Section 8.1(c) is conditional upon the occurrence of the Closing. 5.2 The cash 8.2 In the event that Units and FT Shares are sold by members of the Selling Group, a portion of the Agent's ’s Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half and a portion of the Agent's Fee ’s Warrants which relate to such sales shall be paid by and delivered to the issuance Selling Group at Closing as agreed to between the Agent and the members of Agent's Units at a deemed price of $0.70 per Agent's Unitthe Selling Group. 5.4 Each Agent's Unit 8.3 An Agent Warrant will consist of entitle the holder to purchase one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably requestShare. 5.5 8.4 The right to purchase an Shares under the Agent's Warrant Share under an Agent's Warrant ’s Warrants may be exercised at any time until up to the close of business on the day which is 12 24 months from the date such of issue of the Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder’s Warrant, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during equal to the exercise period of the Agent's WarrantOffering Price. 5.7 8.5 The Agent's ’s Warrants will be represented by a certificate, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Commissions. 5.8 8.6 The certificates representing terms governing the Agent's ’s Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common sharesShares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 8.7 The issue of the Agent's ’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, rights during the period within which the Agent's ’s Warrants may be exercisedare exercisable. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay the Agent a commission of 10% of the Offering Price per Share sold, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Exchange for their own accounts or for their clients (the “Agent’s Commission”). 7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent on each Closing an or to members of its selling group as directed by the Agent entitling the Agent to purchase up to 300,000 Agent's Fee consisting of: (a) a payment equal ’s Warrant Shares. The Agent’s Warrants will be non-transferable and one Agent’s Warrant will entitle the holder to 8% purchase one common share of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall be paid as to one-half in cash and as to the other half in the form of Agent's Units; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 Issuer. The right to purchase an Agent's ’s Warrant Share Shares under an the Agent's Warrant ’s Warrants may be exercised at any time until up to the close of business on the day which is 12 24 months from the date such Approval Date at the Offering Price, provided that no more than 50% of the aggregate number of Agent's ’s Warrant was issued to Shares which may be acquired by the holder. 5.6 One whole Agent's Warrant will entitle the holder, Agent on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's ’s Warrants will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 Agent prior to completion of the Qualifying Transaction. The certificates representing terms governing the Agent's ’s Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's ’s common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 . The issue of the Agent's ’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights, rights during the period within which the Agent's ’s Warrants may be exercisedare exercisable. 5.10 The 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will also pay the Agent, on First Closing completion or cancellation of the Private Placement or termination of this AgreementOffering, the Administration Fee of $5,00010,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.

Agent's Fee. 5.1 9.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting ofto: (a) pay the Agent on Closing a payment equal to 8commission of 7.5% of the gross proceeds received of the Offering, including proceeds raised pursuant to the Over-allotment Option, whether purchased by the Issuer from Agent for its own account or as agent for and on behalf of and in the sale name of its clients or purchased by other members of the Units Exchange for their own accounts or as agent for and on such Closing, which shall be paid as to one-half in cash behalf of and as to the other half in the form name of their clients, payable in lawful Canadian currency (the “Agent's Units’s Fee”); and (b) issue on Closing the Agent’s Warrants to the Agent or to members of the Selling Group as directed by the Agent entitling the Agent to purchase up to that number of Agent's Warrants which ’s Warrant Shares as is equal to 207.5% of the aggregate number of Units and Flow-Through Shares sold on such Closingunder the Offering, including any Units and Flow- Through Shares sold pursuant to the Over-allotment Option. 5.2 9.2 One Agent’s Warrant will entitle the holder to purchase one Agent’s Warrant Share. 9.3 The cash portion right to purchase Agent’s Warrant Shares under the Agent’s Warrants may be exercised at anytime up to the close of business two years from the Closing Day, at a price of $0.35 during the first year and at $0.40 during the second year of the term of the Agent's Fee will be paid in lawful Canadian currency’s Warrants. 5.3 As provided for in subsection 5.1(a)9.4 On and subject to Closing, one-half of the Agent's Issuer agrees to pay the Corporate Finance Fee shall be paid to the Agent by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit150,000 Corporate Finance Units. 5.4 9.5 Each Agent's Corporate Finance Unit will consist be comprised of one Agent's Corporate Finance Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably requestCorporate Finance Warrant. 5.5 9.6 One whole Corporate Finance Warrant will entitle the holder to purchase one Corporate Finance Warrant Share. 9.7 The right to purchase an Agent's Corporate Finance Warrant Share under an Agent's Warrant Shares may be exercised at any time until up to the close of business on the day which is 12 months two years from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holderClosing Day, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share 0.35 during the exercise period first year and at $0.40 during the second year of the Agent's Warrantterm of the Corporate Finance Warrant Share. 5.7 9.8 The Agent shall provide the Issuer with the registration details for the Agent’s Warrants and the Corporate Finance Warrants at least two business days prior to Closing. 9.9 The Agent's ’s Warrants and the Corporate Finance Warrants will be represented by certificates, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Commissions. 5.8 9.10 The certificates representing terms governing the Agent's ’s Warrants willand the Corporate Finance Warrants will include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's Warrants and Corporate Finance Warrant Shares upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 9.11 The issue of the Agent's ’s Warrants and Corporate Finance Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, rights during the period within which the Agent's ’s Warrants may be exercisedor Corporate Finance Warrants are exercisable. 5.10 9.12 The Agent acknowledges that the Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, has previously paid the Administration Fee of $5,000in full to the Agent. The Issuer acknowledges and agree that the Administration Fee is non- refundable.

Agent's Fee. 5.1 In consideration of the services performed by the Agent Agents under this Agreement, the Issuer agrees to pay to the Agent Agents on each Closing an Agent's Agents’ Fee consisting of: (a) a payment equal to 8of 7% of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall be paid as to one-half in cash and as to the other half in the form of Agent's Units; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Agents’ Fee will be paid in lawful Canadian currency. 5.3 As provided for The Issuer shall also issue at each Closing Agents’ Warrants equal in subsection 5.1(a), one-half number to 10% of the Agent's Fee shall be paid by the issuance number of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and issued on such Closing. The Agents’ Warrants comprising the Agent's Units will be registered in the name of the Agent Agents or such other party or parties as the Agent Agents may reasonably request. 5.5 5.4 The right to purchase an Agent's Agents’ Warrant Share under an Agent's Agents’ Warrant may be exercised at any time until the close of business on the day which is 12 24 months from the date such Agent's Agents’ Warrant was issued to the holder. 5.6 5.5 One whole Agent's Agents’ Warrant will entitle the holder, on exercise, to purchase one Agent's Agents’ Warrant Share at a price of $0.80 0.75 per Agent's Agents’ Warrant Share during the exercise period of the Agent's WarrantShare. 5.7 5.6 The Agent's Agents’ Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Commission. 5.8 5.7 The certificates representing the Agent's Agents’ Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Agents’ Warrant Shares issued upon exercise of the Agent's Agents’ Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's ’s common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 5.8 The issue of the Agent's Agents’ Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Agents’ Warrants may be exercised. 5.10 5.9 The Issuer will agrees not to place a U.S. securities law restrictive legend on the certificates representing the Agents’ Warrants or, provided that the Agents’ Warrants are exercised by the Agents outside the United States and not by or on behalf of a U.S. Person, at a time that the Issuer is a Foreign Private Issuer, the Agents’ Warrant Shares. The certificates representing the Agents’ Warrants will, however, provide that the Agents’ Warrants may not be exercised in the United States on by or on behalf of a U.S. Person except pursuant to registration under the U.S. Securities Act or an exemption therefrom. 5.10 In connection with the Private Placement, the Issuer shall also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration a Corporate Finance Fee of $5,00012,500, plus GST, to Pacific at the first Closing.

Agent's Fee. 5.1 9.1 In consideration of the services performed by the Agent Agents under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting ofto: (a) pay the Agents a payment equal to 8commission of 7.5% of the gross proceeds received Offering Price per Unit sold, including Units sold pursuant to the Agents’ Option, the BVF Participation Right and previously unissued Units sold pursuant to the Over-Allotment Option whether purchased by the Issuer from the sale of the Units on such Closing, which shall be paid as to one-half Agents for their own account or for their clients payable in cash and as to the other half in the form of Agent's Unitslawful Canadian currency; and (b) that number issue Agents’ Warrants to the Agents or to members of its selling group as directed by the Agents entitling the Agents to purchase Agent's Warrants which is ’s Warrant Shares equal to 207.5% of the number of Units sold, including Units sold on such Closingpursuant to the Agents’ Option, the BVF Participation Right and including previously unissued Units sold pursuant to the Over-Allotment Option. 5.2 The cash portion 9.2 One Agents’ Warrant will entitle the holder to purchase one common share of the Agent's Fee will be paid in lawful Canadian currencyIssuer. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 9.3 The right to purchase an Agent's Agents’ Warrant Share Shares under an Agent's Warrant the Agents’ Warrants may be exercised at any time until anytime up to the close of business on the day which is 12 months three years from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share Closing Day at a price of $0.80 0.45 per Agent's Warrant Share during the exercise period of the Agent's Agents’ Warrant. 5.7 9.4 The Agent's Agents’ Warrants will be non-transferable except as permitted represented by certificates and the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 The certificates representing terms governing the Agent's Agents’ Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Agents’ Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 9.5 The issue of the Agent's Agents’ Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, whether during the period within which the Agent's Agents’ Warrants may be exercisedare exercisable or otherwise. 5.10 9.6 The Issuer Agents acknowledge and agree that the Agents’ Warrants and Agents’ Warrant Shares have not been and will also pay not be registered under the AgentU.S. Securities Act or any state securities laws and may not be offered or sold in the United States unless an exemption from registration is available, on First Closing and no Agent shall offer, sell or transfer Agents’ Warrants or Agents’ Warrant Shares except outside the United States in compliance with Rule 903 or Rule 904 of Regulation S (if available) or within the Private Placement or termination of this Agreement, United States in compliance with an exemption from registration under the Administration Fee of $5,000U.S. Securities Act and applicable state securities laws.

Agent's Fee. 5.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a payment equal to 8commission of 10% of the gross proceeds received of the Offering, whether purchased by the Issuer from the sale Agent for its own account or for its clients or purchased by other members of the Units on such Closing, which shall be paid as to one-half in cash and as to Exchange for their own accounts or for their clients (the other half in the form of “Agent's Units; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing’s Commission”). 5.2 The cash portion of 7.2 In consideration for acting as Agent, the Issuer will issue Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and ’s Warrants comprising the Agent's Units will be registered in the name of to the Agent or such other party or parties to members of its selling group as directed by the Agent may reasonably request. 5.5 entitling the Agent to purchase up to 250,000 Agent’s Warrant Shares. The Agent’s Warrants will be non-transferable and one Agent’s Warrant will entitle the holder to purchase one common share of the Issuer. The right to purchase an Agent's ’s Warrant Share Shares under an the Agent's Warrant ’s Warrants may be exercised at any time until up to the close of business on the day which is 12 24 months from the date such Approval Date at the Offering Price, provided that no more than 50% of the aggregate number of Agent's ’s Warrant was issued to Shares which may be acquired by the holder. 5.6 One whole Agent's Warrant will entitle the holder, Agent on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's ’s Warrants will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 Agent prior to completion of the Qualifying Transaction. The certificates representing terms governing the Agent's ’s Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's ’s common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 . The issue of the Agent's ’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights, rights during the period within which the Agent's ’s Warrants may be exercisedare exercisable. 5.10 The 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will also pay the Agent, on First Closing completion or cancellation of the Private Placement or termination of this AgreementOffering, the Administration Fee of $5,00010,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.

Agent's Fee. 5.1 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing Closing, an Agent's Fee consisting of: (a) a cash payment equal to 88.5% (2.5% if Section 4.1(c) is applicable) of the gross proceeds received by the Issuer from the sale of the Units Shares on such Closing, which shall be paid as to one-half payable by certified cheque, in cash and as to lawful money of the other half in the form of Agent's Units; andUnited States; (b) that number of Agent's Warrants which is equal to 2010% of the number of Units Shares sold on such Closing; and (c) it is recognized that the Issuer has a list of investors disclosed in Schedule "A" to this Agreement that have been referred to the Agent by the Issuer and on such subscriptions, the Issuer will pay the Agent a cash payment equal to 2.5% of the gross proceeds received by the Issuer. 5.2 The cash portion 4.2 In the event that the Issuer completes the sale of additional equity or debt securities to any person who either (i) subscribed in the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of Private Placement or (ii) was introduced to the Agent's Fee shall be paid Issuer by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered Agent but did not subscribe in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months initial Private Placement, from the date such Agentof this agreement until the 18th month anniversary of the date of this agreement, the Issuer shall pay the Agent an agent's Warrant was issued to the holderfee in accordance with Section 4.1 above. 5.6 One whole 4.3 Each Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at an exercise price that is identical to the price per share for the Shares offered hereunder for a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant18 months from Closing. 5.7 4.4 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Regulatory Authorities. 5.8 4.5 The certificates representing the Agent's Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 4.6 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 4.7 The Issuer will also pay Agent's Warrants may be exercised in whole or in part from time to time by the AgentAgent subject to the requirements, on First Closing if any, of Applicable Legislation. 4.8 Notwithstanding anything to the contrary herein, no commissions shall be due or payable to the Agent for investments in Shares that are made by the current stockholders or employees of BMB or its affiliates. 4.9 The Agent shall have the option (the "Over-Allotment Option"), exercisable at its sole discretion, to subscribe for an additional number of Shares equal to 10% of the Private Placement or termination of this Agreement, the Administration Fee of $5,000original offering size to cover over-allotments. These additional Shares will be issued from treasury.

Agent's Fee. 5.1 In consideration of the services performed by the Agent under this AgreementAgreement in respect of the Private Placement, the Issuer agrees to pay to the Agent on each Closing an Agent's ’s Fee consisting of: (a) a cash payment equal to 88.0% of the gross proceeds received by the Issuer from the sale of the Units on such Closing, which shall Closing other than from Insiders of the Issuer where the Agent will be paid as a cash payment equal to one-half 8.0% of the gross proceeds received by the Issuer from the sale of Units to Insiders in cash and as to the other half in the form excess of Agent's 8,350,000 Units; and (b) that number of Agent's ’s Common Share Purchase Warrants which is equal to 205% of the number of Units sold on such ClosingClosing other than from Insiders of the Issuer where the Agent will be issued that number of Agent’s Common Share Purchase Warrants which is equal to 5% of the number of Units sold to Insiders in excess of 8,350,000 Units. 5.2 The cash portion of the One Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's ’s Common Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Purchase Warrant will entitle the holder, on exercise, to purchase one Agent's ’s Warrant Share Share, at a price of $0.80 CDN$0.35 per Agent's ’s Warrant Share during until the exercise period close of business on the Agent's Warrantday which is 36 months following Closing. 5.7 5.3 The Agent's ’s Common Share Purchase Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictiontransferable. 5.8 5.4 The certificates representing the Agent's ’s Common Share Purchase Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's ’s Common Share Purchase Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common sharesCommon Shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 5.5 The issue Agent acknowledges that none of the Agent's ’s Common Share Purchase Warrants and Agent’s Warrant Shares have been or will not restrict be registered under the U.S. Securities Act or prevent the securities laws of any state of the United States. The Agent represents and warrants and covenants as follows to the Issuer from obtaining that the Agent is an Institutional Accredited Investor and is acquiring the Agent’s Common Share Purchase Warrants as principal for its own account and not for the benefit of any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercisedperson. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay the Agent a commission of 10% of the Offering Price per Share sold, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Exchange for their own accounts or for their clients (the “Agent’s Commission”). 7.2 In consideration for acting as Agent, the Issuer will issue an Agent’s Option to the Agent on each Closing an Agent's Fee consisting of: (a) a payment equal or to 8% members of the gross proceeds received its selling group as directed by the Issuer from Agent entitling the sale of the Units on such Closing, which shall be paid as Agent to one-half in cash and as purchase up to the other half in the form of Agent's Units; and (b) that number of Agent's Warrants which is ’s Option Shares equal to 2010% of the number of Units sold on such Closing. 5.2 Shares subscribed for in the Offering. The cash portion Agent’s Option will be non-transferable and one Agent’s Option will entitle the holder to purchase one common share of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 Issuer. The right to purchase an Agent's Warrant Share ’s Option Shares under an the Agent's Warrant ’s Option may be exercised at any time until up to the close of business on the day which is 12 24 months from the date such Approval Date at the Offering Price, provided that no more than 50% of the aggregate number of Agent's Warrant was issued to ’s Option Shares which may be acquired by the holder. 5.6 One whole Agent's Warrant will entitle the holder, Agent on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's Warrants ’s Option will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 Agent prior to completion of the Qualifying Transaction. The certificates representing terms governing the Agent's Warrants will’s Option will include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant ’s Option Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's ’s common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 . The issue of the Agent's Warrants ’s Option will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights, rights during the period within which the Agent's Warrants may be exercised’s Option is exercisable. 5.10 7.3 The Issuer will also agrees to pay to the AgentAgent a Corporate Finance Fee of $10,000 (plus H.S.T.), on First Closing of which $5,000 (plus H.S.T.) has been paid and the balance of $5,000 (plus H.S.T.) (the “Balance of the Private Placement or termination of Corporate Finance Fee”) will be payable at the Closing. 7.4 In the event the Agent is willing to proceed with the Offering but the Issuer precludes the Agent from completing the Offering, notwithstanding anything else in this Agreement, the Administration Balance of the Corporate Finance Fee of $5,000shall be paid to the Agent.

Agent's Fee. 5.1 In (a) As consideration for the Agents’ services in connection with the issue and sale of the services performed by Offered Securities under the Agent under terms of this Agreement, the Issuer Corporation agrees to: (i) pay to the Agents a cash commission equal to the aggregate of 7.0% of the gross proceeds from the sale of the Offered Securities (the “Agents’ Commission”) and (ii) issue to the Agents non-transferable broker warrants of the Corporation (the “Broker Warrants”) equal to 7.0% of the number of Subscription Receipts sold pursuant to the Offering. Each Broker Warrant shall be exercisable to acquire one Common Share at the Issue Price for a period of two years after the Escrow Release Date. The Corporation also agrees to pay to the Agents a corporate finance fee of consisting of $1,993.32 (inclusive of HST) (together with the Agents’ Commission, the “Agents’ Fee”) and 2,352 Broker Warrants. Each Agent on each Closing an Agent's Fee consisting of: (a) a payment equal to 8% acknowledges that none of the gross proceeds received Broker Warrants or the Common Shares issuable upon exercise thereof have been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants and the Common Shares issuable upon exercise thereof, each of the Agents represents, warrants, and covenants that it is acquiring the Broker Warrants and will acquire such underlying Common Shares as principal for its own account and not for the benefit of any other person. Each Agent represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the Issuer benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. Each Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Broker Warrants or Common Shares issuable upon exercise of the Broker Warrants, and will not offer or sell any Broker Warrants or such Common Shares in the United States except in compliance with an exemption from the sale registration requirements of the Units on such Closing, which shall be paid as to one-half in cash U.S. Securities Act and as to the other half in the form of Agent's Units; andall applicable U.S. state securities laws. (b) that number A total of Agent's Warrants which is equal to 2050% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Agents’ Fee shall be paid by bank draft, wire transfer or certified cheque to PI on the issuance Closing Date and the balance of Agent's Units at a deemed price the Agents’ Fee shall be paid by bank draft, wire transfer or certified cheque to PI on the date of $0.70 per Agent's Unitthe Escrow Release Certificate. If the Escrow Release Certificate is not delivered prior to the Escrow Deadline and the Escrowed Proceeds are refunded to Purchasers, the unpaid balance of the Agents’ Fee (and which form part of the Escrowed Funds) will not be earned and will not be payable by the Corporation to the Agents. 5.4 Each Agent's Unit will consist of one Agent's Share (c) If the Corporation or 6th Wave agrees to pay a commission or fee to anyone other than pursuant to this Agreement (including without limitation any other financial advisor), such commission or fee shall be for the Corporation’s account and one-half of one Warrant and shall not reduce the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued amount payable to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 The certificates representing the Agent's Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of Agents under this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a payment commission equal to 810% of the gross proceeds received by the Issuer from the sale of the Units on such ClosingUnits, which shall be paid as to one-half of which will be paid in cash and as to the other one-half of which will be paid in the form of cash or Agent's Units, at the election of the Agent; and (b) that number of Agent's Warrants which is equal to 20% of the number of Units sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 7.2 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agents' Warrant. 7.3 Each Agent's Shares and Warrants comprising Warrant will entitle the holder, on exercise, to purchase one Agent's Units will be registered in the name Warrant Share at a price of the Agent or such other party or parties as the Agent may reasonably request$0. 65 per Agent's Warrant Share. 5.5 7.4 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months one year from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle 7.5 The Issuer agrees to pay a Corporate Finance Fee to the holderAgent by the issuance of 250, 000 Corporate Finance Shares on exercise, to purchase one Agent's Warrant Share at a price the Closing and by the cash payment of $0.80 per Agent's Warrant Share during the exercise period 30, 000 as follows: (a) as to $15, 000 on August 26, 2003 (paid); (b) as to $7, 500 upon filing of the Agent's Warrantpreliminary Prospectus; and (c) as to $7, 500 on the Closing. 5.7 7.6 The Agent's Warrants will be represented by certificates, and will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Commissions. 5.8 7.7 The certificates representing terms governing the Agent's Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 The issue of 7.8 In the Agent's Warrants will not restrict or prevent event the Agent is willing to proceed with the Distribution but the Issuer precludes the Agent from obtaining any other financingcompleting the Distribution, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of notwithstanding anything else in this Agreement, the Administration Corporate Finance Fee of $5,000shall be payable to the Agent.

Agent's Fee. 5.1 In 3.1 Subject to Closing and in consideration of the services performed rendered and to be rendered by the Agent under Agents in connection with the Offering, including, without limitation: (a) acting as financial advisors to the Issuers; (b) offering the Subscription Receipts for sale; (c) performing administrative work in connection with these matters; and (d) all other services arising out of this Agreement, the Issuer Company agrees to pay pay, on a pro rata basis, to the Agent Agents at the Closing Time, and Crystal Bridge agrees to pay, on each Closing a pro rata basis, to the Agents at the closing time of the Qualifying Transaction, an Agent's Fee consisting of: aggregate cash commission (athe “Agents’ Fee”) a payment equal to 87.0% of the gross proceeds received by the such Issuer from the sale of Subscription Receipts under the Units on such ClosingOffering (excluding any Subscription Receipts sold to any President’s List Subscriber or Issuer Direct Subscriber), which provided that the Agent’s Fee shall be equal to 3.5% of the gross proceeds received by either Issuer from the sale of Subscription Receipts to President’s List Subscribers and no Agent’s Fee shall be payable on the sale of Subscription Receipts to Issuer Direct Subscribers. Fifty percent (50%) of the Agents’ Fee payable by the Company in respect of the Alpha Subscription Receipts shall be fully earned and paid as to one-half in cash and as to the other half Agents on the Closing Date. The remaining fifty percent (50%) of the Agents’ Fee payable by the Company in respect of the Alpha Subscription Receipts and one hundred percent (100%) of the Agents’ Fee payable by Crystal Bridge in respect of the Crystal Subscription Receipts will be deposited into escrow on the Closing Date and form part of the Escrowed Funds and shall be payable upon the satisfaction and/or waiver of the Escrow Release Conditions and the release of the Escrowed Funds by the Subscription Receipt Agent's Units; and. 3.2 In addition to the Agents’ Fee, as additional consideration for the performance of their obligations hereunder, the Company shall issue to the Agents (bin such name or names as the Agents may direct in writing, subject to compliance with applicable law) compensation warrants (the “Compensation Warrants”) which will be exchanged for compensation warrants of the Resulting Issuer on close of the Qualifying Transaction, entitling the Agents to purchase that number of Agent's Warrants which Resulting Issuer Common Shares as is equal to 207.0% of the total number of Units sold on such Closing. 5.2 The cash portion of Subscription Receipts issued pursuant to the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised Offering at any time until the close of business on date that is twenty-four (24) months following the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share QT Closing Date at a price of equal to $0.80 1.60 per Agent's Warrant Resulting Issuer Common Share during (subject to any necessary adjustments, including to reflect the exercise period terms of the Agent's WarrantQualifying Transactions). Notwithstanding the foregoing, the number of Compensation Warrants issuable in connection with the sale of Subscription Receipts to President’s List Subscribers shall be reduced to 3.5%, and no Compensation Warrants shall be issuable in connection with Alpha Subscription Receipts sold to Issuer Direct Subscribers. 5.7 3.3 The Agent's Warrants will Agents may retain one or more registered securities brokers or investment dealers to act as selling agent in connection with the sale of the Subscription Receipts (excluding any sales of Subscription Receipts by the Company to any Issuer Direct Subscribers) but the compensation payable to such selling agent shall be non-transferable except the sole responsibility of the Agents, and only as permitted by and in compliance with all applicable Securities Laws and the Applicable Legislation and any order granted by any Commission having jurisdictionAgents will require each such selling agent to so agree. 5.8 3.4 The certificates representing services provided by the Agent's Warrants will, among other things, include provisions Agents in connection with the Offering will not be subject to Harmonized Sales Tax (“HST”) provided for the appropriate adjustment in the classExcise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. However, number and price in the event the Canada Revenue Agency determines that HST provided for in the Excise Tax Act (Canada) is exigible on the Agents’ Fee, the Issuers agree to pay the amount of HST so assessed forthwith upon the request of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the IssuerAgents. 5.9 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 4.1 In consideration of for their services in connection with the services performed by the Agent under this AgreementOffering, the Issuer Corporation agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a payment cash fee equal to 88.0% of the gross proceeds received by of the Issuer Offering from subscriptions from persons not listed on the President’s List (the “Agent’s Fee”) plus earned interest on the amount of the Agent’s Fee held in escrow payable to the Agent on the Escrow Release Date from the sale of the Units on such Closing, which shall be paid as to one-half in cash and as Escrowed Funds pursuant to the other half in Subscription Receipt Agreement. 4.2 In addition to the form of Agent's Units; and (b) ’s Fee, the Corporation also agrees to issue and deliver to the Agent on the Escrow Release Date certificates representing that number of Agent's Warrants which is ’s Warrants, being equal to 208.0% of the number of Units Offered Subscription Receipts sold under the Offering from subscriptions from persons not listed on such Closing. 5.2 The cash portion of the Agent's Fee President’s List. Such Warrants will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of exercisable up to 36 months from the Agent's Fee shall be paid by Escrow Release Date at the issuance of Agent's Units at a deemed exercise price of $0.70 0.25 per Agent's Unit’s Warrant Share. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and 4.3 The Corporation covenants that the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 The certificates representing the Agent's ’s Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's ’s Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, shares and the payment of stock dividends and the amalgamation dividends. 4.4 In payment of the IssuerCorporate Finance Fee, the Corporation agrees to pay the Agent the Corporate Finance Cash Fee plus earned interest on the amount of the Corporate Finance Cash Fee held in escrow payable to the Agent on the Escrow Release Date from the Escrowed Funds pursuant to the Subscription Receipt Agreement. The Corporation also agrees to issue and deliver to the Agent on the Escrow Release Date, the certificates representing the Corporate Finance Shares and 60,000 additional Agent’s Warrants. The Agent’s Warrants issued in payment of the Corporate Finance Fee will have same terms as described in section 4.2. 5.9 The issue 4.5 For greater certainty, the services provided by the Agent in connection herewith will not be subject to the Goods and Services Tax or Harmonized Sales Tax (“GST”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Agent’s Fee or Corporate Finance Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of any of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 In 3.1 Subject to Closing and in consideration of the services performed rendered and to be rendered by the Agent under this Agreementin connection with the Offering (including for greater certainty, any additional FT Units issued in connection with the exercise of the Agent’s Option), the Issuer agrees to pay to the Agent on each at the Closing Time an aggregate cash commission (the “Agent's Fee consisting of: (a’s Fee”) a payment equal to 86.0% of the gross proceeds received by the Issuer from the sale of FT Units under the Units on such Closing, which shall be paid as to one-half in cash and as Offering that are settled electronically pursuant to the other half non-certificated issue system maintained by CDS. The Agent’s Fee and Agent’s Expenses will be withheld from the gross proceeds of the Offering.‌ 3.2 In addition to the Agent’s Fee, as additional consideration for the performance of its obligations hereunder, the Issuer shall issue to the Agent, non-transferable compensation warrants (the “Compensation Warrant”) entitling the Agent to purchase, in the form of Agent's Units; and (b) aggregate, that number of Agent's Warrants which Common Shares as is equal to 206.0% of the number of FT Units sold on such Closing. 5.2 The cash portion of pursuant to the Agent's Fee Offering which are settled electronically pursuant to the non-certificated issue system maintained by CDS, which Compensation Warrants will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of issuable on the Agent's Fee Closing Date. Each Compensation Warrant shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of exercisable for one Agent's Common Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on date that is 36 months following the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share Closing Date at a price per Compensation Warrant equal to $0.23 (subject to customary adjustments).‌ 3.3 Subject to the prior approval of $0.80 per Agent's Warrant Share during the exercise period Company, the Agent may retain one or more registered securities brokers or investment dealers (each a “Selling Firm”) to act as selling agent in connection with the sale of the FT Units but the compensation payable to such Selling Firm shall be the sole responsibility of the Agent's Warrant. 5.7 The Agent's Warrants will be non-transferable except , and only as permitted by and in compliance with all applicable Securities Laws and the Applicable Legislation and any order granted by any Commission having jurisdictionAgent will require each such Selling Firm to so agree. 5.8 3.4 The certificates representing services provided by the Agent in connection with the Offering will not be subject to Harmonized Sales Tax (“HST”) provided for in the Excise Tax Act (Canada) and taxable supplies will be incidental to the exempt financial services provided. However, in the event the Canada Revenue Agency determines that HST provided for in the Excise Tax Act (Canada) is exigible on the Agent's Warrants will’s Fee and the‌ Compensation Warrants, among other things, include provisions for the appropriate adjustment in Issuer agrees to pay the class, number and price amount of HST so assessed forthwith upon the request of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares. 3.5 For greater certainty, the payment Agent will not receive any compensation for the sale of stock dividends and FT Units under the amalgamation of Offering that are settled directly with the Issuer. 5.9 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 4.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting of: (a) a cash payment equal to 810% of the gross proceeds received by the Issuer from the sale of the Units Shares on such Closing, which shall be paid as to one-half Closing payable in cash and as to lawful money of the other half in the form of Agent's UnitsUnited States; and (b) that number of Agent's Warrants which is equal to 2010% of the number of Units Shares sold on such Closing. 5.2 The cash portion of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 4.2 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Warrant will entitle the holder, on exercise, to purchase one Agent's Warrant Share at a price of $0.80 USD 0.25 per Agent's Warrant Share during the exercise for a period of the Agent's Warrant24 months. 5.7 4.3 The Agent's Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictionthe Regulatory Authorities. 5.8 4.4 The certificates representing the Agent's Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 4.5 The issue of the Agent's Warrants will not restrict or prevent the Issuer from obtaining any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercised. 5.10 The 4.6 In consideration for the Agent's fiscal advisory services consisting of working with the Issuer to advance its business objectives and providing financial advisory and investment banking services, the Issuer will also pay the Agent, on Agent USD 5,000 per month for a period of 6 months following the First Closing payable in the aggregate upon the earlier of the Private Placement or First Closing and the date of termination of this AgreementAgreement (the "Fiscal Advisory Fee"). 4.7 The Agent has received from the Issuer a non-refundable advance in the amount of USD 110,000 which is an advance against the cash portion of the Agent's Fee. The Issuer agrees that the Agent will use this advance against payment of the Agent's Fee upon any Closing but that, should there not be a Closing of this Offering, the Administration Fee of $5,000Agent will not refund this advance to the Issuer.

Agent's Fee. 5.1 4.1 In consideration of the services performed by the Agent under this AgreementAgreement in respect of the Private Placement, the Issuer agrees to pay to the Agent on each Closing an Agent's ’s Fee consisting of: (a) a cash payment equal to 84.0% of the gross proceeds received by the Issuer from the sale of the Units Notes on such Closing, which shall be paid as to one-half in cash and as to the other half in the form of Agent's Units; and (b) that number of Agent's ’s Common Share Purchase Warrants which is equal to 204.0% of the number of Units sold Note Shares on an as-converted basis (and, for greater certainty, assuming a conversion price of US$6.00 per share), calculated based on the number of Notes issued at such Closing. 5.2 The cash portion of the 4.2 One Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's ’s Common Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 The right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised at any time until the close of business on the day which is 12 months from the date such Agent's Warrant was issued to the holder. 5.6 One whole Agent's Purchase Warrant will entitle the holder, on exercise, to purchase one Agent's ’s Warrant Share Share, at a price of $0.80 US$6.00 per Agent's ’s Warrant Share during until the exercise period close of business on the Agent's Warrantday which is three (3) years following the Closing. 5.7 4.3 The Agent's ’s Common Share Purchase Warrants will be non-transferable except as permitted by the Applicable Legislation and any order granted by any Commission having jurisdictiontransferable. 5.8 4.4 The certificates representing the Agent's ’s Common Share Purchase Warrants will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued issuable upon exercise of the Agent's ’s Common Share Purchase Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's common sharesCommon Shares, the payment of stock dividends and the amalgamation of the Issuer. 5.9 4.5 The issue Agent acknowledges that none of the Agent's ’s Common Share Purchase Warrants and Agent’s Warrant Shares have been or will be registered under the U.S. Securities Act or the securities laws of any state of the United States. The Agent represents and warrants and covenants as follows to the Issuer: the Agent is an “accredited investor” as such term is defined in Regulation D and is acquiring the Agent’s Common Share Purchase Warrants as principal for its own account and not restrict or prevent for the Issuer from obtaining benefit of any other financing, or from issuing additional securities or rights, during the period within which the Agent's Warrants may be exercisedperson. 5.10 The Issuer will also pay the Agent, on First Closing of the Private Placement or termination of this Agreement, the Administration Fee of $5,000.

Agent's Fee. 5.1 7.1 In consideration of the services performed by the Agent under this Agreement, the Issuer agrees to pay the Agent a commission of 10% of the Offering Price per Share sold, whether purchased by the Agent for its own account or for its clients or purchased by other members of the Exchange for their own accounts or for their clients (the “Agent’s Commission”). 7.2 In consideration for acting as Agent, the Issuer will issue Agent’s Warrants to the Agent on each Closing an Agent's Fee consisting of: (a) a payment equal or to 8% members of the gross proceeds received its selling group as directed by the Issuer from Agent entitling the sale of the Units on Agent to purchase such Closing, which shall be paid as to one-half in cash and as to the other half in the form of Agent's Units; and (b) that number of up to 300,000 Agent's Warrants which ’s Warrant Shares as is equal to 2010% of all Shares sold under the number of Units sold on such Closing. 5.2 Offering. The cash portion Agent’s Warrants will be non-transferable and one Agent’s Warrant will entitle the holder to purchase one common share of the Agent's Fee will be paid in lawful Canadian currency. 5.3 As provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit. 5.4 Each Agent's Unit will consist of one Agent's Share and one-half of one Warrant and the Agent's Shares and Warrants comprising the Agent's Units will be registered in the name of the Agent or such other party or parties as the Agent may reasonably request. 5.5 Issuer. The right to purchase an Agent's ’s Warrant Share Shares under an the Agent's Warrant ’s Warrants may be exercised at any time until up to the close of business on the day which is 12 24 months from the date such Approval Date at the Offering Price, provided that no more than 50% of the aggregate number of Agent's ’s Warrant was issued to Shares which may be acquired by the holder. 5.6 One whole Agent's Warrant will entitle the holder, Agent on exercise, to purchase one Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the exercise period of the Agent's Warrant. 5.7 The Agent's ’s Warrants will be non-transferable except as permitted sold by the Applicable Legislation and any order granted by any Commission having jurisdiction. 5.8 Agent prior to completion of the Qualifying Transaction. The certificates representing terms governing the Agent's ’s Warrants willwill include, among other things, include provisions for the appropriate adjustment in the class, number and price of the Agent's ’s Warrant Shares issued upon exercise of the Agent's Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Issuer's ’s common shares, the payment of stock dividends and or the amalgamation of the Issuer. 5.9 . The issue of the Agent's ’s Warrants will not restrict or prevent the Issuer from obtaining any other financing, or nor from issuing additional securities or rights, rights during the period within which the Agent's ’s Warrants may be exercisedare exercisable. 5.10 The 7.3 In consideration of the Agent’s services in connection with the coordination and review of the Offering and the Prospectus, the Issuer will also pay the Agent, on First Closing completion or cancellation of the Private Placement or termination of this AgreementOffering, the Administration Fee of $5,00010,000. The Issuer’s obligation to pay the Administration Fee shall survive the termination of this agreement.