THINK QUICK SOLUTIONS INC.

as Company

- and -

BRAD ST. PIERRE

operating as VIRTUAL ABSTRACT
as Consultant

COURSEWARE AGREEMENT
JANUARY 6, 2003

{00021016}
 COURSEWARE AGREEMENT

THIS COURSEWARE AGREEMENT is dated the 6th day of January, 2003, by and
between Think Quick Solutions, Inc., a company organized and subsisting under the
laws of the State of Michigan (hereinafter called the “Company”), and Brad St. Pierre,
of the Town of Grande Pointe, in the Province of Ontario, operating under the business
name Virtual Abstract (the “Consultant”).
RECITALS

A. The Company and/or its Affiliates is currently in the business of developing

and promoting web-enabled education and training courses;
B. The Consultant, among other things, has experience in web based application
design relating to applications and programming languages such as
Macromedia Flash V5, PHP, XML, JAVA and C++;
C. In connection with the development of its business, the Company desires to
engage the services of the Consultant to deliver a computer-enabled graphical
user interface/environment for the creation and operation of web-enabled
education and training courses (hereinafter referred to as “Courseware”), as
more particularly described in Schedule “A” attached hereto;
D. The Consultant has agreed to deliver the Courseware and to provide any
necessarycertain related consulting services to the Company, subject to the
terms and conditions hereof;
NOW THEREFORE IN CONSIDERATION of the sum of Ten ($10.00) Dollars now
paid by each of the parties hereto to the other of the parties hereto and in consideration of
the mutual covenants contained in this Agreement the parties hereto agree as follows:

ARTICLE ONE
DEFINITIONS AND INTERPRETATION

o Definitions.

In this Agreement, the following terms have the following meanings:

§ “Acceptance Testing” means testing of the Courseware for
acceptance by the Company, based upon the acceptance criteria set
forth in Schedule “C”“B” attached hereto and initialled by each of
the parties to this Agreement;

§ “Affiliate” means a Company which is a subsidiary of the

Company, or a Company which is controlled by the same Person
or Persons controlling the Company;

§ “Agreement” means this Courseware Agreement;

§ “Business” means the business of the Company as presently and

heretofore carried on by the Company or its predecessors;

{00021016}
 -2-

§ “Company” means Think Quick Solutions, Inc. and includes any

successors to Think Quick Solutions, Inc. resulting from any
amalgamation, merger, arrangement or other reorganization of or
including Think Quick Solutions, Inc. or any continuance of Think
Quick Solutions, Inc. under the laws of another jurisdiction;

§ “Commencement Date” means the 6th day of January, 2003;

§ “Confidential Information” means all confidential or proprietary

information, intellectual property (including trade secrets) and
confidential facts relating to and used or proposed to be used in the
business and affairs of the Company and its Affiliates and includes
all information which ought to be considered as confidential from
its nature or from the circumstances surrounding its disclosure and
information acquired by the Consultant during any period in which
the Consultant was affiliated with the Company in any capacity,
and includes, without limiting the generality of the foregoing,
information:

(i) relating to the Company’s or an Affiliate’s research and development

projects or plans, its know-how, techniques, processes, developmental or
experimental work, trade secrets, customer, prospect or supplier names or
information or proprietary or confidential information relating to the
current or planned products, services, sales, employees or business of the
Company;
(ii) relating to the Company’s or an Affiliate’s intellectual property; or
(iii) relating to the Company’s or an Affiliate’s business policies, strategies,
operations, finances, plans or opportunities, including the identity of, or
particulars about, the Company’s or an Affiliate’s customers or suppliers.

(1) “Consultant Programs” means any computer software owned, developed or

distributed by the Consultant and the related documentation, instructions and
user’s guides, whether in printed or machine readable form, and specifically as set
forth in Schedule “G”“C” attached hereto;

(2) “Consulting Services” means the performance ofany ancillary professional

services related to and required for the Courseware development. Such services
may include, without limitation, initial system analysis, program development,
limited personnel training, documentation writing and general business
consulting, but excludes the development of any content for the Courseware
which shall be the sole and exclusive responsibility of the Company;

(3) “Inventions” means without limitation trade secrets, inventions, mask works,
ideas, processes, formulas, source and object codes, data, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and
techniques;

{00021016}
 -3-

(4) “Performance Estimates” means operating performance estimates for the

Courseware including any limitations on the Courseware size, estimated response
time for on-line training sessions or runtimes for batch programs;

(5) “Person” includes an individual, corporation, partnership, joint venture, trust,

unincorporated organization, the Crown or any agency or instrumentality thereof
or any other juridical entity;

(6) “eLearning assets and eLearning business” means the Company assets and
business that may be reasonably allocated to its eLearning activity.

(7) “Specifications” means programming specifications of the Courseware, including

without limitation: (a) a functional description of the operation of the Courseware
from the perspective of a user which creates and operates the training courses to
be used in the Courseware and from the perspective of an end user who is being
trained using the Courseware; (b) sample input and output screens, reports and all
other forms or content to be used, required or produced for the Courseware.
o Currency. Except as otherwise expressly provided in this Agreement,
all dollar amounts referred to in this Agreement are stated in lawful currency of Canada.
Section 1.3
o Recitals.

The recitals are true in substance and in fact and are expressly incorporated into and form
an integral basis and part of this Agreement.
Section 1.4 Schedules and Appendices. The following schedules and appendices
which are attached to this Agreement are incorporated into this Agreement by reference
and constitute an integral part hereof:
Schedule “A”.........................CoursewareFee and Terms
Schedule “B”..........................Courseware Specifications and Performance Estimates
Schedule “C”..........................Acceptance Testing“B” Acceptance Testing
Schedule “C”..........................Consultant Programs
Schedule “D”.........................Courseware Fee and Terms
Schedule “D”“E”...................Software Documentation
Schedule “E”“F”....................Training Schedule and Material Rates
Schedule “F”“G”....................Included Expenses
Schedule “G”.........................Consultant Programs

{00021016}
 -4-

ARTICLE 2
SCOPE OF SERVICES

Section 2.1 Engagement. The Company hereby engages the Consultant to

deliver the Courseware and any necessary related consulting servicesConsulting Services
to the Company in accordance with the terms of this Agreement.
o

Section 2.12.2 Provision of Services.

(a) The Consultant hereby agrees to deliver to the Company the Courseware
and consulting servicesConsulting Services necessary in regards toits development of the
Courseware (collectively the “Services”), including without limitationincluding, without
limitation, the management of the Courseware project, training of limited key Company
employees designated as contact persons by the Company, and assignment and
supervision of competent staff,and the provision of sufficientbut excluding the provision,
management and maintenance of the Company’s computer and other related equipment
and training of additional Company employees. The costs of any such additional training
equipment.that the Consultant agrees to provide to the Company shall be subject to the
rates set out in Schedule “F” hereto. The Courseware will permit the Company to create
and operate web-enabled education and training courses using content for the Courseware
developed by the Company.

Section 2.3 Limited Authority. Consultant acknowledges and agrees that this
Agreement in no way expresses or implies that Consultant shall have authority to bind the
Company in any manner. Consultant further acknowledges and agrees that no verbal or
written waiver to this Section 2.3, granting Consultant authority to bind the Company in
the future shall be deemed a continuing waiver of this Section 2.3 unless specifically
stated therein, and each such waiver shall operate only as to the specific term, condition
or instance were authority is granted and shall not constitute authority of such term,
condition or instance for the future or as to any act other than that specifically authorized,
whether of the same or a similar nature or otherwise.

ARTICLE 3
THE COURSEWARE FEE

Section 3.1 Courseware Fee. The Company will pay Consultant for the Courseware
a Fee equal to 15% of the Company’s Adjusted Operating Profit Before Income Tax that
is generated directly from the following:

i. the sale or licensing of the Courseware, and,

ii. the sale of any product(s) including without limitation educational and
training courses, lessons and exercises, that are substantially produced with
the Courseware;

{00021016}
 -5-

Revenue from items i. and ii. as described in this section are hereinafter referred to as the
“Courseware Revenue”.

The Courseware Fee, payment terms and other related details are more specifically
identified in Schedule “A”“D” which is attached to and made a part of this Agreement.

Section 3.2 Other Fees. The Company and Consultant hereby acknowledge that
separate agreements are being executed regarding Commission for sales of the
Courseware and Course Content, and Development of Coursecourse content, and
development of course content.

Section 3.3 Payment of Courseware Fees. The Courseware Fees shall be paid by
the Company to the Consultant on the fifteenth (15th) day of each calendar month, for all
sales which occurred in the preceding calendar months.

Section 3.33.4 Books and Records.

For purposes of ascertaining the amount of the Courseware Fees payable to the
Consultant hereunder, the Company agrees to prepare and keep at its Auburn Hills,
Michigan, corporate office, adequate books and records which show all pertinent sales
and sales commissions relating to Courseware Revenue, including, all invoices and such
other sales records as may reasonably be required, or which would normally be examined
by an independent auditor pursuant to generally accepted accounting principles in
performing a detailed audit (collectively the “Sales Records”). The Corporation agrees
to provide Consultant with a summary of the Sales Records and other financial
information once per month on the fifteenth (15th) day of each calendar month, which
shall summarize a) the aggregate amount of Courseware Revenue invoiced and collected
by the Company, and b) all other relevant financial information, such as related sales
commissions, other actual and standard costs, relating to sales which occurred in all
relevant prior periods (the “Reports”).

Section 3.43.5 Audit of Books and Records. During the duration of the Agreement
and for six (6) months thereafter, Company shall keep proper records and books of
accounts relating to the computation of the Courseware Fees applicable to this
Agreement. No more frequently than once every twelve (12) months, Consultant’s
designated auditing professional may inspect such records to verify Company’s Reports.
Any such inspection will be conducted in a manner designed to minimize interference
with Company’s regular business activities. The auditing professional shall enter into a
confidentiality agreement in the form specified by Company, which form shall not
prevent the auditor from disclosing the methodology and results of its audit to Consultant.
Company shall immediately make any overdue payments disclosed by the audit plus
interest at the rate of twenty-four (24%) per annum, from the date that the
ConsultingCourseware Fees should have been paid to the Consultant, until the date that
the ConsultingCourseware Fees are actually paid to the Consultant. Such inspection
shall be at Consultant’s expense; however, if the audit reveals overdue payments in
excess of twenty percent (20%)fifteen percent (15%) of the payments owed to date,
Company shall immediately pay the cost of such audit, and Consultant shall be entitled to

{00021016}
 -6-

undertake an additional audit of Company’s relevant books and records within the same
twelve (12) month period.

Section 3.5 Expenses.

Section 3.6 Expenses. The Company shall pay or reimburse the Consultant for
all pre-approved business expenses actually incurred or paid by the Consultant in the
discharge of its obligations hereunder, during the duration of this agreement, except those
included business expenses as defined in Schedule “F”“G” hereto (the “Included
Expenses”). On request for payment the Consultant shall provide such vouchers and
receipts with such particulars as the Company may require, acting reasonably.

ARTICLE 4
INDEPENDENT CONTRACTOR

Section 4.1 Independent Contractor.

Consultant hereby acknowledges that Consultant shall perform the Services as an
independent contractor and not as a subcontractor, agent or employee of the Company, or
its Affiliates. The Company retains no control or direction over the Consultant, his
employees or subcontractors or over the detail, manner or methods of performance of the
Services by Consultant. The Consultant retains the right to appoint and to replace his
employees and subcontractors. Nothing contained herein shall preclude the Consultant
from providing services for other Persons.

ARTICLE 5
WARRANTY AND LIMITATION OF LIABILITY

Section 5.1 Warranty for Services Provided.

Consultant shall perform the Services under this Agreement in accordance with standards
of care, skill and diligence consistent with (i) generally accepted practices, procedures
and techniques in the field of information management and technology; (ii) all applicable
laws and regulations; (iii) the specifications, documents and procedures applicable to the
Services; and (iv) the degree of knowledge, skill and judgment normally exercised with
respect to Services of a similar nature. Consultant warrants that the Courseware shall
perform in accordance with the Specifications. The parties hereto acknowledge and
agree that the warranty provided by the Consultant relates only to the operation of the
Courseware as assumed by the Company according to Acceptance Testing criteria, and
does not include failure of the Courseware due to tampering with or amendment of the
Courseware by Company staff and/or employees, computer and other related equipment
failure or deficiencies or other incidents impacting the operation of the Courseware
beyond the reasonable control of the Consultant. This warranty shall be valid for as long
as Consultant is eligible to receive Courseware Fees pursuant to this
agreement.Agreement.
Section 5.2 Limitation of Warranty.

{00021016}
 -7-

EXCEPT FOR THE WARRANTIES IN THIS AGREEMENT, THE CONSULTANT

DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
FOR A PARTICULAR PURPOSE, AND WHETHER ARISING BY STATUTE OR IN
LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE
WITH RESPECT TO THE COURSEWARE, THE DOCUMENTATION, THE
SUPPORT OR OTHER SERVICES RELATED TO THE COURSEWARE
Section 5.3 Limitation of Liability. EXCEPT FOR ANY ACTS OF GROSS
NEGLIGENCE AND/OR INTENTIONAL ACTS, Tt
he parties hereto acknowledge and agree that the liability of the Consultant under this
Agreement, shall be limited to direct and actual money damages effectively incurred by
the Company, and that the liability of the Consultant hereunder shall not in the aggregate
exceed the total ConsultingCourseware Fees paid, payable or to be paid to the Consultant
for the Services, regardless of the number of claims. Consultant shall not be liable for
special, indirect or consequential damages or both, even if the Consultant has been
notified of the possibility of these damages being incurred. The provisions of this Section
allocate the risks under this Agreement as between the Company and the Consultant.
The Consultant’s pricing reflects this allocation of risk and the limitation of liability
specified herein. The provisions of this Section 5.3 and any other provision of this
Agreement providing for limitation of, or protection against, liability, shall apply to the
full extent permitted by law and shall survive termination of this Agreement and
completion of the Services hereunder.

ARTICLE 6
CONFIDENTIALITY

Section 6.1 Confidential Information.

The Consultant hereby covenants and agrees that during the term of this Agreement and
for a period of five (5) years thereafter, he will not divulge to third parties without the
prior written consent of the Company any information obtained from or through the
Company, including any Confidential Information, unless: (a) the information is known
to the Consultant prior to obtaining it from the Company; (b) the information is, at the
time of disclosure by the Consultant, then in the public domain; (c) the information is
obtained by Consultant from a third party, who did not receive it directly or indirectly
from the Company; or (d) the Consultant is required by law to disclose the information.
Section 6.2 Return of Information and Property.
The Consultant will return to the Company within ten (10) days after the termination of
this Agreement, or at any other time as may be requested by the Company from time to
time, without retaining any copies or reproductions, all property of the Company and its
Affiliates, including but not limited to:

(a) all Confidential Information, including all documents, reports, abstracts,

summaries, pictures, duplicates, recordings, facsimiles, writings, floppy
diskettes, information stored on any medium, drawings pertaining to trade

{00021016}
 -8-

secrets, or other inventions and works of the Company in the Consultant’s

possession; and

(b) all equipment and tangible personal property belonging to the Company in the
Consultant’s possession.
ARTICLE 7
OWNERSHIP

Section 7.1 Proprietary Rights of the Company.

Consultant acknowledges and agrees that all Confidential Information and all work
performed, and all ideas, concepts, materials, products, software, documentation, designs,
architectures, specifications, flow charts, test data, programmer’s notes, deliverables,
improvements, discoveries, methods, processes, inventions, trade secrets or other subject
matter solely and directly related to and forming a part of the Courseware (collectively,
“Work Product”) conceived, developed or prepared by Consultant, alone or with others,
during the period of this Agreement in written, oral, electronic, photographic, optical or
any other form, are the property of Company and its successors or assigns, and all rights,
title and interest therein shall vest in the Company and its successors or assigns, and all
Work Product shall be deemed to be works made for hire and made in the course of this
Agreement. To the extent that title to any Work Product has not or may not, by operation
of law, vest in Company and its successors or assigns, or such Work Product may not be
considered works made for hire, Consultant hereby irrevocably assigns all rights, title and
interest therein to Company and its successors or assigns. All Work Product belongs
exclusively to Company and its successors or assigns, with Company and its successors
or assigns having the right to obtain and hold in its or their own name, copyrights,
patents, trademarks, applications, registrations or such other protection as may be
appropriate to the subject matter, and any extensions and renewals thereof. Consultant
further agrees to give Company and its successors or assigns, or any person designated by
Company and its successors or assigns, at Company’s or its successors’ or assigns’
expense, any assistance required to perfect or enforce the rights defined in this Section
7.1. Consultant shall communicate and deliver to Company and its successors or assigns
promptly and fully all Work Product conceived or developed by Consultant (alone or
jointly with others) during the Termterm of this Agreement.

Section 7.2 Proprietary Rights of Consultant.

Notwithstanding the provisions of Section 7.1 hereof, the specific program code, graphic
images and the resultant graphical user interface owned, developed or distributed by the
Consultant or in the possession of the Consultant prior to the execution of this Agreement
and used by the Consultant in conjunction with the development of the Courseware
hereunder (collectively the “Consultant Programs”), shall continue to belong
exclusively to the Consultant providingConsultant, provided that such Consultant
Programs remain significantly unchanged from their original form as implemented in the
Courseware.

{00021016}
 -9-

ARTICLE 8
TERMINATION

Section 8.1 Termination by Mutual Agreement.

This Agreement may be terminated at any time by mutual agreement of the parties. The
Termination Date for a termination of this Agreement pursuant to this Section 8.1 shall
be on the date specified by the mutual agreement of the parties. Upon any termination of
this Agreement pursuant to this Section 8.1, the Consultant shall be entitled to the
compensation specified in Section8.9 hereof.
Section 8.2 Termination By Consultant for Cause.
This Agreement may be terminated by the Consultant for cause, effective upon delivery
of written notice to Company given at any time (without any necessity for prior notice) if
any of the following shall occur:
(a) subject to subsection 8.2(b), the Company shall fail to pay when due any
ConsultingCourseware Fees, or any other amount due by the Company to
the Consultant hereunder;
(b) the Company commits or allows a breach of any provision of this
Agreement which it does not remedy within fifteen (15) days after
receiving written notice by the Consultant specifying the nature of the
default and requiring that it be remedied;
(c) the Company shall file any petition or action for relief under any
bankruptcy, reorganization, insolvency or moratorium law or any other
law for the relief of, or relating to, debtors;
(d) an involuntary petition or action shall be filed against the Company under
any bankruptcy, reorganization, insolvency or moratorium law or any
other similar law or laws, or a custodian, receiver, trustee, assignee for the
benefit of creditors or other similar official shall be appointed to take
possession, custody or control of the properties of Company; or
(e) the Company sells or otherwise disposes of all or a substantial part of its
eLearning assets or ceases to conduct all or a substantial part of its
eLearning Business as now conducted. that may be reasonably allocated to
In the event this Agreement is terminated by the Consultant pursuant to this Section 8.2,
the Consultant shall be entitled and the Company shall pay the Consultant damages equal
to (i) the ConsultingCourseware Fees payable to the Consultant to the date of
termination; and (ii) unreimbursed expenses accrued to the date of termination. Such
payment shall be treated as liquidated damages and not as a penalty. The termination of
this Agreement and the payment of damages to the Consultant shall be in addition to any
and all other legal rights that the Consultant may have against the Company, and all
remedies shall be cumulative. Upon any termination of this Agreement pursuant to this
Section 8.2, the Consultant shall be entitled to the compensation specified in Section 8.9
hereof.

{00021016}
 - 10 -

Section 8.3 Termination By Consultant without Cause.

o The Agreement may be terminated by the Consultant without cause, upon
thirty (30) days written notice to the Company, for any reason, or no reason at all. Upon
any termination of this Agreement pursuant to this Section 8.3, the Consultant shall be
entitled to the compensation specified in Section 8.9 hereof.
Section 8.4 Termination By Company for Cause. This Agreement may be
terminated by the Company for cause, effective upon delivery of written notice to
Consultant given at any time (without any necessity for prior notice) if any of the
following shall occur:

· The Consultant commits or allows a breach of any material provision of this

Agreement which it does not remedy within fifteen (15) days after receiving
written notice by the Company specifying the nature of the default and requiring
that it be remedied;

· Any material acts or events which inhibit Consultant from fully performing his
responsibilities to the Company in good faith, such as (i) a felony criminal
conviction; (ii) any other criminal conviction involving Consultant’s lack of
honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) material acts of
dishonesty, gross carelessness or gross misconduct;

· the Consultant shall file any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for the relief of, or
relating to, debtors; or

· an involuntary petition or action shall be filed against the Consultant under any
bankruptcy, reorganization, insolvency or moratorium law or any other similar
law or laws, or a custodian, receiver, trustee, assignee for the benefit of creditors
or other similar official shall be appointed to take possession, custody or control
of the properties of Consultant.
The Termination Date for a termination of this Agreement pursuant to this Section 8.4
shall be the date specified by the Company in a written notice. Upon any termination of
this Agreement pursuant to this Section 8.4, the Consultant shall be entitled to the
compensation specified in Section 8.9 hereof.

Section 8.5 This Agreement shall automatically terminate on the last day of the
month in which the Consultant dies or becomes permanently incapacitated. “Permanent
Incapacity” as used herein shall mean mental or physical incapacity, or both, reasonably
determined and certified by the Consultant’s regularly attending physician or a physician
duly licensed in the Province of Ontario and selected by the mutual agreement of the
Company and the Consultant (the “Physician”), rendering Consultant unable to perform
substantially all of his duties hereunder and which appears reasonably certain to continue
for at least three consecutive months without substantial improvement. Within ten (10)
days of the Physician making a determination as to the health of the Consultant, the
Physician shall notify both the Consultant and the Company in writing as to whether or

{00021016}
 - 11 -

not, in the Physician’s reasonable opinion, the Consultant suffers from Permanent
Incapacity (the “Health Notice”). In the event that the Physician determines that the
Consultant suffers from a Permanent Incapacity, the Consultant shall be deemed to have
become “permanently incapacitated” on the date the Company provides the Consultant
with a copy of the Health Notice, and notifies the Consultant in writing that the Company
is exercising its option to terminate this Agreement pursuant to Section 8.5 hereof (the
“Termination Notice”). The Termination Date for a termination of this Agreement
pursuant to this Section 8.5 shall be the date that the Consultant receives or is deemed to
have received the Termination Notice from the Company. Upon any termination of this
Agreement pursuant to this Section 8.5, the Consultant shall be entitled to the
compensation specified in Section 8.9 hereof.
Section 8.6 Disability. The Company may terminate this Agreement upon the
Disability (as defined below) of the Consultant. For the purposes of this Agreement,
“Disability” shall mean the absence of the Consultant from the Consultant’s duties with
the Company for a period of 60 days whether or not consecutive in any 12-month period
as a result of incapacity due to mental or physical illness. The Termination Date for a
termination of this Agreement pursuant to this Section 8.6 shall be the date specified by
the Company in a written notice. Upon any termination of this Agreement pursuant to
this Section 8.6, the Consultant shall be entitled to the compensation specified in Section
8.9 hereof.
Section 8.7 Death. This Agreement shall terminate automatically upon the death
of the Consultant, without any requirement of notice by the Company to the Consultant’s
estate. The date of the Consultant’s death shall be the Termination Date for a termination
of this Agreement pursuant to this Section 8.7. Upon any termination of this Agreement
pursuant to this Section 8.7, the Consultant shall be entitled to the compensation specified
in Section 8.9 hereof.
Section 8.8 Termination By Company without Cause. This Agreement may be
terminated by the Company without cause, upon thirty (30) days written notice to the
Consultant, for any reason, or no reason at all. In the event this Agreement is terminated
by the Company pursuant to this Section 8.8, the Consultant shall be entitled and the
Company shall pay the Consultant damages equal to (i) the ConsultingCourseware Fees
payable to the Consultant to the date of termination; and (ii) unreimbursed expenses
accrued to the date of termination. Such payment shall be treated as liquidated damages
and not as a penalty. The termination of this Agreement and the payment of damages to
the Consultant shall be in addition to any and all other legal rights that the Consultant
may have against the Company, and all remedies shall be cumulative. Upon any
termination of this Agreement pursuant to this Section 8.8, the Consultant shall be
entitled to the compensation specified in Section 8.9 hereof.
Section 8.9 Damages on Termination.
In the event this Agreement is terminated pursuant to sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6,
8.7 and 8.8 hereof, the Consultant shall be entitled and the Company shall pay the
Consultant damages equal to (i) any earned but unpaid ConsultingCourseware Fees
accrued to date of termination and (ii) unreimbursed expenses accrued to the date of

{00021016}
 - 12 -

termination. After any such termination, the Company shall not be obligated to
compensate Consultant, his or her estate or representatives except for the foregoing
compensation then due and owing.

ARTICLE 9
MISCELLANEOUS PROVISIONS

Section 9.1 Successors and Assigns.

This Agreement is personal as to the Consultant, and as such, may not be assigned by
Consultant without the Company’s prior written consent. This Agreement may be
assigned by the Company in connection with a merger or sale of all or substantially all of
its assets, and in other instances with the Consultant's consent which consent shall not be
unreasonably withheld or delayed.
Section 9.2 Governing Law.
This Agreement shall be deemed to be made under and shall be construed in accordance
with the laws of the Province of Ontario without regard to principles of conflicts of law.
Section 9.3 Arbitration.
In the event of any dispute and/or claim (a “Dispute”) concerning the Consultant’s
engagement with the Company, including, but not limited to disputes concerning this
Agreement, the Dispute shall be resolved by binding arbitration under the Arbitrations
Act S.O. 1991, as amended from time to time. The parties hereto agree that the venue of
any Dispute referred to arbitration shall be the City of Windsor, in the Province of
Ontario, Canada. The award rendered by the arbitrators shall be conclusive and binding
upon the parties hereto and judgment may be rendered thereon by a court of competent
jurisdiction. Each party shall pay its own expenses of arbitration and the expenses of the
arbitrators shall be equally shared; except that if any Dispute raised by a party or any
defense or objection thereto was unreasonable, the arbitrators may, in their discretion,
assess, as part of their award, all or any part of the arbitration expenses (including
reasonable counsel fees) of the other party and of the arbitrators against the party raising
such unreasonable Dispute or defense or objection thereto. Nothing herein set forth shall
prevent the parties from settling any Dispute by mutual agreement at any time. Nothing
in this section shall be construed to prevent any party from seeking from a court a
temporary restraining order or other temporary or preliminary injunctive relief pending
final resolution of any Dispute pursuant to this section.

Section 9.5 Severability.

If any terms hereof or the application thereof to any person or circumstance shall be
determined to be null and void, ineffectual, invalid or unenforceable by any competent
tribunal, the remaining terms hereof or the application of such term to Persons or
circumstances other than to those which were determined to be invalid or unenforceable
shall not be affected thereby and shall continue in full force and effect.

{00021016}
 - 13 -

Section 9.6 Waivers and Amendments.

The waiver by either party of a breach by the other party of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach. No
waiver, modification or amendment of any of the terms of this Agreement shall be
effective unless made in writing and signed by the Company and the Consultant.
Section 9.7 Headings.
The headings of the articles, sections and paragraphs of this Agreement are
inserted for convenience of reference only and shall not in any manner affect the
construction or meaning of anything herein contained or govern the rights or liabilities of
the parties hereto.

Section 9.8 Notices.

All notices, requests and communications required or permitted hereunder shall
be in writing and shall be sufficiently given and deemed to have been received upon
personal delivery, or if mailed, upon the first to occur of actual receipt or forty-eight (48)
hours after being placed in a regularly maintained receptacle for the deposit of mail,
postage prepaid, registered or certified mail, with return receipt requested, addressed to
the above parties as follows:

if to the Company at: Think Quick Solutions, Inc.

691 N. Squirrel Road, Suite B150
Auburn Hills, Michigan 48326
Telephone: 248.364.0775
Facsimile: 248.364.0776

if to the Consultant at: Brad St. Pierre

25917 Mallard Line
Grande Pointe ON N0P 1S0
Windsor, Ontario N8Y 2W5
Telephone: 519.354.4921
Facsimile:

with a copy (which shall not constitute notice) to:

Ducharme Fox LLP

Attention: Marco Dolfi
800 University Avenue West
Windsor, Ontario N9A 5R9
Telephone: 519.259.1800
Facsimile: 519.259.1830

Notice of a change in address of one of the parties shall be given in writing to the other
party as provided above, but shall be effective only upon actual receipt.

{00021016}
 - 14 -

Section 9.9 Entire Agreement. Notwithstanding the provisions of Section 3.2

hereof,
This Agreement contains the entire understanding between and among the parties
concerning the matters herein and supersedes any prior understandings and agreements
between and among them respecting the subject matter of this Agreement.

Section 9.10 No Assignment.

This Agreement may not be assigned by either party without the prior written consent of
the other party.

Section 9.11 Several Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same Agreement, and the
signature of any party to any counterpart shall be deemed to be a signature to, and may be
appended to, any other counterpart.

Section 9.12 Construction.

The parties have participated jointly in the negotiation and drafting of this Agreement. In
the event an ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, provincial, local, or
foreign statute or law shall be deemed also to refer to all rules and regulations
promulgated there under, unless the context requires otherwise. The word “including”
shall mean including. Whenever the context requires, all words used in the singular
number shall be deemed to include the plural and vice versa, and each gender shall
include any other gender.

IN WITNESS WHEREOF the Company has duly executed this Agreement by its
proper officers, duly authorized on its behalf, and the Consultant has duly signed this
Agreement.

SIGNED, SEALED AND DELIVERED )

in the presence of )
) THINK QUICK SOLUTIONS, INC.
)
) ________________________________________
) By: Stephen Sadler
) Its: President, CEO
) Authorized Officer
)
)

{00021016}
 - 15 -

)
_________________________________ ) ________________________________________
Witness as to the signature of ) BRAD ST. PIERRE
Brad St. Pierre )
)
)

{00021016}
 - 16 -

SCHEDULE “A”

COURSEWARE FEE AND TERMS

1. The Courseware Fee shall be equal to 15% of the Adjusted Operating Profit
Before Income Taxes;

2. Adjusted Operating Profit Before Income Taxes shall mean the following:

i. Courseware Revenue, less;

a. Related adjustments for discounts, allowances and bad debts

b. Related sales commissions

c. Related Operating Expenses; inconsideration of the arbitrary nature of

costs which may be allocated as operating costs against Courseware
Revenue, Company and Consultant hereby agree that a fixed standard rate
of 30% of Courseware Revenue shall be calculated be applied as
Related Operating Expenses.

i. any incentive salary payments paid pursuant to this Agreement;

ii. any contributions to pension and/or profit sharing plans;

iii. any extraordinary gains or losses (including, but not limited to, gains or losses
on disposition of assets);

iv. any refund or deficiency of federal and state income taxes paid in a prior year;
and

v. any provision for federal or state income taxes made in prior years which is
subsequently determined to be unnecessary.

B. Draws shall be refundable to TQSi if they exceed the cumulative Adjusted Earnings
Before Income Taxes as of March 31, 2003.

During the course of this agreement, 3D Abstract may invoice for draws no more
frequently than monthly during the term of the agreement, regardless of the actual
completion dates of the project milestones listed hereunder. The Draws shall be
payable at the sole discretion of TQSi.

{00021016}
 - 17 -

C. Once TQSi has begun to generate revenue from the courseware, draws will no longer
be calculated and the Consulting Fee, as defined in Section 3 of this agreement, will
be paid in accordance with normal payment terms as offered to TQSi’s other
suppliers.

SCHEDULE “B”

Courseware Specifications and Performance Estimates

1) ILA (Interactive Learning Agent)

a) System to navigate courseware elements listed as follows.
i) Lecture Content
ii) Interactive Content
iii) Quiz Content
2) Course Selection
a) Dynamic selection of courses.
b) Dynamic selection of Lessons and Exercises.
3) Purchasing
a) Course price delivery to Third Party Credit Company.
b) Course Activation.
4) Notes Manager
a) Searching notes.
b) Adding notes.
c) Deleting notes.
d) Modifying notes.
e) Printing notes.

{00021016}
 - 18 -

5) Administration Manager
a) Ability to view the following statistics of students.
i) Time spent online.
ii) Courses and exercises completed
iii) Student Scores.
6) Student Manager
a) Ability to view the student statistics.
i) Time spent online.
ii) Time spent for each exercises.
iii) Score of courses completed.
7) Courseware Editor (ILA editor)
a) System to modify courseware elements listed as follows
i) Lecture Content
ii) Interactive Content
iii) Quiz Content
iv) Course Descriptions
(1) Exercise descriptions
(2) Lesson descriptions
(3) Pricing descriptions
v) Course Pricing

{00021016}
 - 19 -

SCHEDULE “C”“B”

Acceptance Testing

Acceptance testing will be based on written approval of the consultant and the company,
based on the criteria below.
 Software components, excluding courseware must load in less then 1 minute
based on a 56k connection rate.
 Logically tested software components.
 The following operating systems, based on the browser and Flash5 plug-in
availability.
o Windows 95/98/ME/NT/2000/XP
 Netscape
 Internet Explorer
o Sun Solaris (Sparc version only)
 Netscape
o HP-UX
 Netscape

{00021016}
 - 20 -

SCHEDULE “C”

Consultant Programs

The component list below lists the software developed by the consultant prior to
engagement of the Company.

Major Components
A. Website Engine template
The website engine consists of many components, ex) controls navigation, loading transitions for
external flash modules.
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions/scripts and movie clips enabling dynamic website
creation
2. Content Management system for C. Content connection template
3. Transitional effects and sliding navigation system for dynamic content
4. Navigation tracking controls (tracking analytics)
5. Speed Detection for different internet connection speeds, dynamically
changing content based on low and high speeds
6. Bandwidth Scoping, for speed detection.

B. Loading Mechanism template

This mechanism aids in the transitions for loading C. Content connection template
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions and movie clips enabling loading control
2. Bandwidth Scoping, for speed detection.

C. Content connection template

This mechanism is a container for the A. Website Engine Template
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions and movie clips activating loading control

Minor Components
A. Animations
B. Graphics
C. Buttons

{00021016}
 - 21 -

SCHEDULE “D”

COURSEWARE FEE AND TERMS

1. The Courseware Fee shall be equal to 15% of the Adjusted Operating Profit
Before Income Taxes;

2. Adjusted Operating Profit Before Income Taxes shall mean the following:

ii. Courseware Revenue, less;

a. Related adjustments for discounts, allowances and bad debts

b. Related sales commissions

c. Related Operating Expenses; inconsideration of the arbitrary nature of

costs which may be allocated as operating costs against Courseware
Revenue, Company and Consultant hereby agree that a fixed standard rate
of 30% of Courseware Revenue shall be calculated be applied as
Related Operating Expenses.

vi. any incentive salary payments paid pursuant to this Agreement;

vii. any contributions to pension and/or profit sharing plans;

viii. any extraordinary gains or losses (including, but not limited to, gains or losses
on disposition of assets);

ix. any refund or deficiency of federal and state income taxes paid in a prior year;
and

x. any provision for federal or state income taxes made in prior years which is
subsequently determined to be unnecessary.

B. Draws shall be refundable to TQSi if they exceed the cumulative Adjusted Earnings
Before Income Taxes as of March 31, 2003.

During the course of this agreement, 3D Abstract may invoice for draws no more
frequently than monthly during the term of the agreement, regardless of the actual
completion dates of the project milestones listed hereunder. The Draws shall be
payable at the sole discretion of TQSi.

C. Once TQSi has begun to generate revenue from the courseware, draws will no longer
be calculated and the Consulting Fee, as defined in Section 3 of this agreement, will

{00021016}
 - 22 -

be paid in accordance with normal payment terms as offered to TQSi’s other

suppliers.

SCHEDULE “E”

Software Documentation

Software documentation will be submitted based on written approval of the consultant

and the company, based on the criteria below.
 Scripts and function related to the Courseware shall be documented in written
form. Aiding in the training and maintenance of the Courseware.
 Source files related to Courseware shall be commented with explanations and
directions on functionality and purpose.
 Comments within the source files shall have the following criteria.
o Double slashes “//”indicates directions to the preceding script.
o Slash Star comments “/* xyz */” indicates further explanation of the
preceding script.

{00021016}
 - 23 -

SCHEDULE “E”“F”

Training Schedule and Material Rates

Training schedule for Courseware shall be offered as part of the documentation in

Schedule “D” and “A”.Schedules “A” and “E”. Any additional training or development
not listed in Schedule “A” and “B”“E” will be subject to the consultant hourly rate.

{00021016}
 - 24 -

SCHEDULE “F”“G”

Included Expenses

The following list of Included Expenses shall be paid solely by Consultant and are
included in his ConsultingCourseware Fee:

(a) any and all costs associated with the employment or other engagement of
competent personnel as may be required by the Consultant to properly perform the
Services and the Consultant’s duties hereunder.

{00021016}
 - 25 -

SCHEDULE “G”
Consultant Programs

The component list below lists the software developed by the consultant prior to
engagement of the Company.

Major Components
D. Website Engine template
The website engine consists of many components, ex) controls navigation, loading transitions for
external flash modules.
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions/scripts and movie clips enabling dynamic website
creation
2. Content Management system for C. Content connection template
3. Transitional effects and sliding navigation system for dynamic content
4. Navigation tracking controls (tracking analytics)
5. Speed Detection for different internet connection speeds, dynamically
changing content based on low and high speeds
6. Bandwidth Scoping, for speed detection.

E. Loading Mechanism template

This mechanism aids in the transitions for loading C. Content connection template
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions and movie clips enabling loading control
2. Bandwidth Scoping, for speed detection.

F. Content connection template

This mechanism is a container for the A. Website Engine Template
BELOW IS THE MAJOR COMPONENT LIST FOR REFERENCE
1. Internal functions and movie clips activating loading
control

Minor Components
4. Animations
E. Graphics
F. Buttons

{00021016}