Common use of AGENT’S COMPENSATION Clause in Contracts

AGENT’S COMPENSATION. (a) In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Agent an aggregate fee (the "Agency Fee") equal to 8% of the Gross Proceeds sold by the Agent in the Offering provided that such Agency Fee shall not be less than $160,000 in any event. (b) The Agent may retain one or more registered securities brokers or investment dealers to act as selling agent (individually, each a "Selling Agent" and collectively, the "Selling Agents") in connection with the sale of the Units but the compensation payable to such Selling Agents shall be the sole responsibility of the Agent, and only as permitted by and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each such Selling Agent to so agree. (c) In addition to the Agency Fee, as additional consideration for the performance of its obligations hereunder, the Agent hereby directs the Corporation to, and the Corporation shall, issue to Kingsdale at the Time of Closing on the Closing Date, non-assignable and non-transferable broker warrants (the "Broker Warrants"), substantially in the form set out in Schedule "C" hereto, entitling Kingsdale to acquire, in the aggregate, a number of Common Shares (the "Broker Warrant Shares") equal to 10% of the aggregate number of Units sold by the Agent hereunder exercisable by Kingsdale at a price of $0.45 per Broker Warrant Share for a period of 18 months following the Closing Date. (d) A corporate finance fee (the "Corporate Finance Fee") of $25,000 shall be payable to the Agent on the initial Closing Date. (e) The Corporation agrees that any subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation shall be proprietary to the Agent until November 8, 2005, and all fees and commissions payable to the Agent pursuant to this Section 3 (other than the Corporate Finance Fee) shall be payable in respect of a financing which is concluded by the Corporation on or prior to November 8, 2005 with any subscribers or potential investors so introduced. For greater certainty, the Agent will have no proprietary rights or rights to compensation with respect any persons other than subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation. (f) Kingsdale understands there may be material tax consequences to it by reason of the acquisition or disposition of the Broker Warrants or Broker Warrant Shares. The Corporation makes no representation with respect to the tax consequences under Canadian, U.S., state or foreign tax laws by reason of Kingsdale’s acquisition or disposition of such Broker Warrants or Broker Warrant Shares.

AGENT’S COMPENSATION. (a) 5.1 In consideration for of the performance of its obligations hereunder, Agents' services to be rendered to the Corporation shall, subject to the provisions of this Agreement, pay to the Agent an aggregate fee (the "Agency Fee") equal to 8% of the Gross Proceeds sold by the Agent in the Offering provided that such Agency Fee shall not be less than $160,000 in any event. (b) The Agent may retain one or more registered securities brokers or investment dealers to act as selling agent (individually, each a "Selling Agent" and collectively, the "Selling Agents") in connection with the Offering, including, without limitation, soliciting offers to purchase the Special Warrants, acting as financial advisor to the Corporation in respect of the sale of the Units but Special Warrants, preparation of relevant documentation including assisting the compensation payable to such Selling Agents shall be Corporation in connection with the sole responsibility preparation of the AgentOffering Documents, performing administrative work in connection with such matters, and only as permitted by all other services arising out of this Agency Agreement, the Corporation agrees, subject to and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each such Selling Agent out herein, to so agree. (c) In addition pay or cause to be paid to the Agency Fee, as additional consideration for the performance of its obligations hereunder, the Agent hereby directs the Corporation to, and the Corporation shall, issue to Kingsdale Agents at the Time of Closing the following: (a) A fee (the "Agents' Fee") equal to 7% of the amount of the aggregate gross proceeds to the Corporation from the sale of Special Warrants to Purchasers pursuant to the Offering, which shall be paid to the Lead Agent, on behalf of the Agents, in accordance with the following: (i) 6% of the Agents' Fee shall be paid directly to the Lead Agent as a management step-up fee; and (ii) after the amount in (i) above has been subtracted from the Agents' Fee, the remainder of the Agents' Fee will be divided as to 60% to the Lead Agent, as to 20% to Acumen Capital Finance Partners Limited and as to 20% to Paradigm Capital Inc. (b) In addition to (a) above and subject to regulatory approval, the Agents will receive special compensation options (the "SPECIAL COMPENSATION OPTIONS") to acquire, without payment of additional consideration, compensation options (the "COMPENSATION OPTIONS"). Subject to regulatory approval, the Compensation Options will, upon exercise, entitle the Agents to purchase at a price per Unit that is equal to the issue price of each Special Warrant at any time on or prior to 4:30 p.m. (Toronto time) 24 months following the Closing Date, non-assignable and non-transferable broker warrants a number of units, each comprised of one Common Share (collectively the "Broker WarrantsCOMPENSATION OPTION SHARES") and one-half of one warrant (collectively the "COMPENSATION WARRANTS"), substantially in the form set out in Schedule "C" hereto, entitling Kingsdale to acquire, in the aggregate, a number of Common Shares (the "Broker Warrant Shares") equal to 10% of the aggregate number of Units Special Warrants sold by under the Agent hereunder exercisable by Kingsdale Offering in the aggregate, to be divided as to 60% to the Lead Agent, 20% to Acumen Capital Finance Partners Limited and 20% to Paradigm Capital Inc. Each whole Compensation Warrant will entitle the purchaser to acquire one Common Share (collectively the "COMPENSATION WARRANT SHARES") at $2.25 at any time on or before a price of $0.45 per Broker Warrant Share for a period of 18 months following date which is two years from the Closing Date. (dc) A corporate finance fee (Subject to Applicable Securities Laws, the "Corporate Finance Fee") Corporation shall use its commercially reasonable best efforts to qualify the resale of $25,000 shall be payable to the Agent on Compensation Option issuable upon exercise of the initial Closing DateSpecial Compensation Options under the Final Prospectus. (ed) The Corporation agrees that any subscribers or potential investors introduced In connection with the receipt hereunder of the Special Compensation Options and the issuance of the Compensation Options, Compensation Option Shares, Compensation Warrants and Compensation Warrant Shares (collectively with the Special Compensation Options, the "Compensation Securities"), each Agent hereby certifies, represents and warrants to the Corporation as follows, and acknowledges that the Corporation will be relying upon such certifications, representations and warranties in issuing the Compensation Securities: that (i) it is not a "U.S. person" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) and is not subscribing for the Compensation Securities for the benefit of any U.S. person; (ii) it has no intention to distribute, either directly or indirectly, any of the Compensation Securities in the United States or to any U.S. person; (iii) it has not acquired and is not acquiring the Compensation Securities as a result of any "directed selling efforts" of any party (as defined in Regulation S) in the United States; (iv) the Compensation Securities are being or will be acquired by the Agent holder for investment purposes for the holder's own account only and not previously known for sale or with a view to distribution of all or any part of such Compensation Securities; (v) it has been informed that the Compensation Securities will be, when issued, "restricted securities" under the 1933 ACT and may not be resold or transferred unless first registered under the federal securities laws or unless an exemption from such registration is available with respect to a resale in the United States or in an "offshore transaction" (as such term is defined in Regulation S); (vi) it is prepared to hold the Compensation Securities for an indefinite period; (vii) it is aware that Rule 144 and Regulation S under the 1933 ACT permit limited public resales of securities acquired in nonpublic offerings, subject to the satisfaction of certain conditions; (viii) it understands that Regulation S, as currently in effect, allows resales in private and public transactions in certain circumstances, only in qualified offshore transactions and only when certain holding periods of at least one (1) year have been fulfilled; (ix) it understands that it may be precluded from selling any of the Compensation Securities under Rule 144 or Regulation S even if the holding periods have been satisfied either because the other conditions may not have been fulfilled or because markets for resales do not exist. 5.2 The Corporation and the Agents acknowledge and agree that in the event that the Corporation withdraws from or terminates the Offering as the result of entering into an alternative financing arrangement or a proposed or contemplated merger, amalgamation, reorganization, plan of arrangement, take-over bid or other similar transaction involving the Corporation or a sale of all or substantially all of the assets of the Corporation, the Corporation shall pay to the Agents the compensation outlined above in paragraph 5.1(a) that would be otherwise payable pursuant to the terms hereof. 5.3 The Corporation and the Agents acknowledge and agree that if a separate fee were to have been charged to the Corporation for the services described above pertaining to the distribution of the Special Warrants, such separate fee would represent more than 50% of the Agents' Fee, and the Agents further acknowledge and agree that the Agents will rely on the foregoing in not charging G.S.T. on such fees. Should it be determined by Canada Customs and Revenue Agency that G.S.T. should have been charged on all or any part of the Agents' Fee, the Corporation shall pay to the Agents an amount equal to the G.S.T. determined to be exigible. 5.4 The Corporation and the Agents acknowledge and agree that in the event the NASD, SEC or other regulatory authority determines that the aggregate or any portion of the compensation to be paid to the Agents under this Section 5 violates the NASD's Corporate Financing Rules, including without limitation, Rule 2710 of the NASD, the Agents will reduce the aggregate compensation to be paid to the Agents hereunder to be in compliance with such Rules, and such reduced compensation shall be proprietary the compensation to the Agent until November 8, 2005, and all fees and commissions payable to the Agent pursuant to this Section 3 (other than the Corporate Finance Fee) shall be payable in respect of a financing which is concluded paid by the Corporation on or prior to November 8, 2005 with any subscribers or potential investors so introduced. For greater certainty, the Agent will have no proprietary rights or rights to compensation with respect any persons other than subscribers or potential investors introduced to the Corporation by Agents hereunder. The Agents shall not be entitled to terminate this Agency Agreement as a result of limitations placed in the Agent and not previously known compensation to be paid to the CorporationAgents under the NASD's Corporate Financing Rules. (f) Kingsdale understands there may be material tax consequences to it by reason of the acquisition or disposition of the Broker Warrants or Broker Warrant Shares. The Corporation makes no representation with respect to the tax consequences under Canadian, U.S., state or foreign tax laws by reason of Kingsdale’s acquisition or disposition of such Broker Warrants or Broker Warrant Shares.

AGENT’S COMPENSATION. (a) In consideration for the performance of its obligations hereunder, the Corporation shall, subject to the provisions of this Agreement, pay to the Agent Agents an aggregate fee (the "Agency FeeAGENCY FEE") equal to 8to: (i) 7.5% of the Gross Proceeds sold by on sales of Units to Purchasers other than Ventures West 7 Limited Partnership, Ventures West 7 U.S. Limited Partnership, directors, officers and employees of the Agent in Corporation; and (ii) 3.75% of the Offering provided that such Agency Fee shall not be less than $160,000 in any eventGross Proceeds on sales of Units to Ventures West 7 Limited Partnership, Ventures West 7 U.S. Limited Partnership, directors, officers and employees of the Corporation. (b) The Agent Agents may retain one or more registered securities brokers or investment dealers to act as selling agent agents (individually, each a "Selling AgentSELLING AGENT" and collectively, the "Selling AgentsSELLING AGENTS") in connection with the sale of the Units but provided that (i) the compensation payable to such Selling Agents shall be the sole responsibility of the AgentAgents; (ii) retaining such Selling Agents, and only as their sale of the Units, is permitted by and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each ; (iii) such Selling Agent Agents agree to so agreebe bound by, and the Agents shall be responsible for ensuring that the Selling Agents abide by, the restrictions applicable to Agents hereunder as if the Selling Agents were Agents hereunder. (c) In addition to the Agency Fee, as additional consideration for the performance of its their obligations hereunder, the Agent hereby directs the Corporation to, and the Corporation shall, shall issue to Kingsdale the Agents at the Time of Closing on the Closing Date, non-assignable and non-transferable broker compensation warrants (the "Broker WarrantsCOMPENSATION WARRANTS"), substantially in the form set out in Schedule "CB" hereto, entitling Kingsdale the Agents to acquire, in the aggregate, a number of Common Shares (the "Broker Warrant Shares") Units equal to 104.5% of the aggregate number of Units sold by the Agent hereunder exercisable by Kingsdale the Agents at a price of $0.45 1.50 per Broker Warrant Share Unit for a period of 18 months one year following the Closing Date. (d) A corporate finance fee (the "Corporate Finance Fee") of $25,000 shall be payable to the Agent on the initial Closing Date. (e) The Corporation agrees that any subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation shall be proprietary to the Agent until November 8, 2005, and all fees and commissions payable to the Agent pursuant to this Section 3 (other than the Corporate Finance Fee) shall be payable in respect of a financing which is concluded by the Corporation on or prior to November 8, 2005 with any subscribers or potential investors so introduced. For greater certainty, the Agent will have no proprietary rights or rights to compensation with respect any persons other than subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation. (f) Kingsdale understands there may be material tax consequences to it by reason of the acquisition or disposition of the Broker Warrants or Broker Warrant Shares. The Corporation makes no representation with respect to the tax consequences under Canadian, U.S., state or foreign tax laws by reason of Kingsdale’s acquisition or disposition of such Broker Warrants or Broker Warrant Shares.

AGENT’S COMPENSATION. (a) In consideration for the performance of its obligations hereunder, Agents' services in: (a) assisting in the Corporation shall, subject to the provisions preparation of this Agreement, pay the Preliminary Prospectus, the Prospectus and any Supplementary Material; (b) forming and managing banking, selling or other groups for the distribution of the Offered Units, the Optioned Units and the Greenshoe Units, as the case may be; (c) distributing the Offered Units, the Optioned Units and the Greenshoe Units, as the case may be, both directly and through other registered dealers and brokers in the Qualifying Jurisdictions, United States and offshore; and (d) all other matters in connection with the issue and sale of the Offered Units, the Optioned Units and the Greenshoe Units, as the case may be, in the Qualifying Jurisdictions, United States and offshore, the Company agrees to pay, or cause to be paid, to Sprott, on behalf of the Agents, by certified cheque or bank draft at the Closing Time or deducted from the gross proceeds paid by Sprott to the Agent an aggregate Company, a fee (the "Agency FeeAgents' Commission") equal to 87% of the Gross Proceeds sold by gross proceeds of the Agent in sale of the Offering provided that such Agency Fee shall not be less than $160,000 in any eventOffered Units, the Optioned Units and the Greenshoe Units. (b) The Agent may retain one or more registered securities brokers or investment dealers to act as selling agent (individually, each a "Selling Agent" and collectively, the "Selling Agents") in connection with the sale of the Units but the compensation payable to such Selling Agents shall be the sole responsibility of the Agent, and only as permitted by and in compliance with Applicable Securities Laws, upon the terms and conditions set forth in this Agreement and will require each such Selling Agent to so agree. (c) In addition to the Agency FeeAgents' Commission, as additional consideration for the performance of its obligations hereunder, the Agent hereby directs the Corporation to, and the Corporation shall, Company shall issue to Kingsdale the Agents or, subject to applicable Securities Laws, as they may direct at the Time of Closing on the Closing DateTime, non-assignable and non-transferable broker compensation warrants (the "Broker Compensation Warrants"), substantially in the form set out in Schedule "CB" hereto, entitling Kingsdale the Agents to acquirepurchase, in the aggregate, a that number of Common Shares (the "Broker Warrant Shares") Units equal to 10% of the aggregate number of Offered Units, Optioned Units and Greenshoe Units sold by pursuant to the Agent hereunder Offering exercisable by Kingsdale at a price of $0.45 per Broker Warrant Share for a period of 18 24 months following the Closing Date. (d) A corporate finance fee (Date at an exercise price equal to 115% of the "Corporate Finance Fee") of $25,000 shall be payable Offering Price or such other price that is agreed upon by the Company and Sprott, which is acceptable to the Agent on the initial Closing DateExchange. (e) The Corporation agrees that any subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation shall be proprietary to the Agent until November 8, 2005, and all fees and commissions payable to the Agent pursuant to this Section 3 (other than the Corporate Finance Fee) shall be payable in respect of a financing which is concluded by the Corporation on or prior to November 8, 2005 with any subscribers or potential investors so introduced. For greater certainty, the Agent will have no proprietary rights or rights to compensation with respect any persons other than subscribers or potential investors introduced to the Corporation by the Agent and not previously known to the Corporation. (f) Kingsdale understands there may be material tax consequences to it by reason of the acquisition or disposition of the Broker Warrants or Broker Warrant Shares. The Corporation makes no representation with respect to the tax consequences under Canadian, U.S., state or foreign tax laws by reason of Kingsdale’s acquisition or disposition of such Broker Warrants or Broker Warrant Shares.