LETTER OF CONTINUED EMPLOYMENT WITH PHANTOM EQUITY [ON COMPANY LETTERHEAD] February 20, 2009 [Name of employee] [Address] Dear [Sir/Madam]: Further to our recent meeting and discussion, [Name of Company] appreciates the dedication and commitment you have displayed during your employment with us. The purpose of this letter is to offer you an opportunity to share in the future of [Name of Company] with some of the benefits of “ownership”, but without most of the risks that accompany such ownership. This will confirm our agreement to continue your employment with the Company on the terms set out below: 1. Base Salary Your base salary of $#####.## per year will continue, subject to the usual statutory deductions. Your base salary will be reviewed not more often than once per year. Any further increases will be at the discretion of the Company. 2. Bonus Program In addition to this base compensation package, you will be included in any surplus profit distribution taken by the owners of the Company. You will receive ___% of the total monies they receive as and when they receive it. It will be paid to you as a bonus, and will be subject to source deductions. Obviously these monies will come out of the Company profits, so the more we can do to make the Company profitable, the more opportunity there will be to distribute such monies. We cannot guarantee when monies will be distributed. Companies need a certain amount of cash in the bank to provide a stable base for growth, unexpected expenses, delayed payments from clients, and hard times. If we grow the Company, which is definitely our objective, the cash requirements will stay pretty strong for a while. However, the long term benefits will be good for all of us. There are times where our accountant advises us to pay out management bonuses for tax purposes. In these cases, the monies are often advanced back into the Company as shareholder loans, after payment of personal taxes on the money paid out. We do not intend to include you in such distributions, as you would not get the money to spend. However, this program will apply to any monies distributed to the shareholders which is not being immediately loaned back to the Company. That way, once a distribution is made, the funds are yours to do whatever you wish without any further obligation to the Company. 3. Phantom Equity In addition, if the Company is sold (i.e. a change in control so that the current majority shareholders are no longer the controlling shareholders, or a sale of substantially all the assets and undertaking of the Company) at any time during your employment with the Company or within ninety (90) days after termination of your employment if your employment is terminated (i) without just cause or (ii) by virtue of your death, illness or disability (but NOT if you are terminated for just cause or resign), then you will receive additional payments from those sale proceeds by way of bonuses or as determined by the Company’s accountant in accordance with the following principles: (a) ___% of the purchase price paid in such a sale, paid as and when received by the sellers in the transaction and in the same type and kind of property as they receive, -2- (b) subject to any applicable source deductions, income taxes, capital gains taxes etc. 4. Paid Vacation You will be entitled to _______ days paid vacation to be taken at a time which is mutually acceptable to both of us. Any further increases will be in the discretion of the Company. THIS IS A 4-PAGE FORM.