[THINKPATH LOGO]
THINKPATH INC.
Ste. ▇▇▇ - ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
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TEL: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
MEMORANDUM OF AGREEMENT
In consideration of the following:
o severance payment of $100,000 payable bi-weekly beginning January
1st 2008 for a period of twenty-four months;
o payment of any earned 2007 bonuses; and,
o payment of any earned and unused 2007 vacation;
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ("the ▇▇▇▇▇▇▇'▇"), hereby release and
forever discharge Thinkpath Inc., ("the Company") of any statutory entitlement
to wages, termination pay and additional severance pay pursuant to the
Employment Agreements entered into by the Company and the ▇▇▇▇▇▇▇'▇ on June 29,
2006.
This release does not affect the Promissory Note & Guaranty Agreements signed on
April 19, 2007. Those agreements shall remain in full-force and effect.
For the said consideration the ▇▇▇▇▇▇▇'▇ further agree not to solicit any
clients of the company for competitive engineering or contract placement
services in any capacity other than on behalf of the Company, for a period of
two years. However, this does not curtail ▇▇▇▇'s ability to consult as an
Engineer or as a Subject Matter Expert (SME).
Going forward it is understood that a separate commission and T&M compensation
agreement will be negotiated and agreed to take effect January 1st 2008 and will
apply to any new business opportunities brought to the Company by the ▇▇▇▇▇▇▇'▇
as well as assistance with the management of the Fedex account.
It is understood and agreed that the said Employment Agreements are null and
void as of January 1, 2008.
▇▇▇▇▇▇ and accepted this 7th day of November 2007.
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Declan French, on behalf of Thinkpath Inc.