Engagement Letter to Hire Investor Relations Advisor by Megadox


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									                                            [company letterhead]


[investment specialist/advisor]

Dear Sir(s):

Re:      Services Contract with [Company] (the “Company”)

This letter will confirm that you have agreed to provide fund raising and investor relations services (the
“Services”) to [Company] effective as of [effective date] in the manner determined by the Company in
consultation with you.

1.       Services

(a)      You have advised the Company that you have the required skills and experience to provide the
         Services in accordance with the terms and conditions set out herein. Your primary focus and
         responsibility will be to assist the Company in its efforts to raise $______________ through the
         sale of treasury shares at not less than $_______ per share and it is expected that you will raise at
         least $________________ over the next ________ [weeks/months], commencing on [effective
         date]. You will also provide assistance in the following: (as applicable)

         (i)      assist with designing and facilitating the public market development plan;
         (ii)     work with management to raise funds;
         (iii)    generate interest in the Company through your network and the investment community;
         (iv)     continually work on presentations for the investment community;
         (v)      consider and advise on all public market listings;
         (vi)     advise on all public company matters as required by management;
         (vii)    set up and attend brokerage house meetings;
         (viii)   manage individual investor calls and meetings;
         (ix)     prepare and conduct presentations to brokerage and investment community;
         (x)      design and set up database system;
         (xi)     design and mail out investment packages;
         (xii)    conduct email public relations and information dissemination;
         (xiii)   facilitate the writing of investment materials, e.g. brochures, letters, web site materials;
         (xiv)    maintenance of Internet chat sites;
         (xv)     create media interest in the Company and its products and services;
         (xvi)    place advertising in the various media.

(b)      It is understood and agreed that in entering into this agreement and in providing the Services
         pursuant to this agreement, you are an independent contractor and not under the control and
         supervision of the Company, and nothing contained in this agreement shall contemplate or
         constitute you as an employee, agent, partner or representative of the Company for any purpose

(c)      You acknowledge that in addition to or in substitution for working regular predetermined hours
         during the business day, the Company may require you to work evenings, weekends or both, as
         well as such other times as extraordinary circumstances may require.

2.      Remuneration

The Company shall pay you as follows:

(a)     a fee of $[rate] (the “Fee”), payable monthly in arrears;

(b)     [for Canada - provided the Company has been provided with your G.S.T. registration number,
        all Goods and Services Tax payable in respect of the amounts payable by the Company to you for
        the services provided by you pursuant to this agreement;]

(c)     [if applicable - you shall, upon your raising $__________________, earn __________ shares and
        ________ options, all at a purchase/exercise price of $____ per share; the options and shares shall
        be issued to you proportionately as funds are raised by you. Provided, however, to the extent
        that cash has been paid to you as contemplated by paragraph 2(a) above, the share equivalent of
        such cash shall be deducted from the shares/options otherwise earned and issuable to you
        pursuant to this paragraph 2(c). The intent is that you will earn the greater of the amounts
        contemplated by paragraphs 2(a) and 2(c), but not both;

(d)     no deductions will be made from any monies paid to you on account of income tax, employment
        insurance or [Canada Pension Plan], and payments to [Canada Customs & Revenue Agency] on
        account of income tax [and G.S.T.] are to be your sole responsibility.

3.      Contracts

You shall not negotiate or enter into any contract on behalf of the Company in respect of any financing,
share subscription or capital expenditure or for any other matter whatsoever without prior written
approval of the President of the Company.

4.      Nondisclosure

You acknowledge that sensitive and confidential information concerning the nature of the business and
activities of the Company may be made available to you and you agree that you shall keep confidential
any information of any kind related 
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