THIS AGREEMENT made as of the 1st day of January, 2000
ISLAND CRITICAL CARE CORP.
a corporation incorporated under the laws of Ontario, (hereinafter referred to as the "Corporation"),
OF THE FIRST PART,
of the City of Nepean, in the province of Ontario, (hereinafter referred to as the "Executive"),
OF THE SECOND PART.
WHEREAS the Corporation wishes to retain the services of the Executive to provide the services hereinafter
described during the term hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the parties agree as follows:
1.1 The Corporation shall employ the Executive for an unlimited term commencing on January 1, 2000 unless
such employment shall be terminated earlier as hereinafter provided.
2.1 The Executive shall serve the Corporation and any subsidiaries of the Corporation in such capacity or
capacities and shall perform such duties and exercise such powers pertaining to the management and operation of
the Corporation and any subsidiaries and associates of the Corporation as may be determined from time to time
by the board of directors of the Corporation consistent with the office of the Executive. Without limitation of the
foregoing, the Executive shall occupy the office of the President and Chief Executive Officer of the Corporation.
The Executive shall:
(1) devote his full time and attention and his best efforts during normal business hours to the business and affairs
of the Corporation;
(2) perform those duties that may reasonably be assigned to the Executive diligently and faithfully to the best of
the Executive's abilities and in the best interests of the Corporation; and
(3) use his best efforts to promote the interests and goodwill of the Corporation.
3 REPORTING PROCEDURES
3.1 The Executive shall report to the person holding the office of Chairman. The Exec