BETWEEN: COUIT File No. 13-20008 SUPEREOR COURT OF (East Regien) HER MAJESTY THE QUEEN and- BRUCE CARSON Trial Book of Exhibits: Volume 1 Documentary Evidence . Tab may Letter from Raymond Novak 0f the PMO t0 the RCMP dated March 16, 2011 Explanatory sereen shots from the CSEE web site Guide to the Names and Positions Associated with Email Addresses Cheque for $5000.00 dated December 16, 2010 from H20 to BC - Agency Agreement signed August 31, 2010 Amended and Re-stated Agency Agreement signed in early 2011? Cheque for $2000.00 dated December 16, 2010 from BC to MM Email dated September 10, 2010- ?It? Office of the ef?gy-?r Cabinet on Prime Minister Premier ministre Ottawa, Canada K1A 0A2 Protected PC rsonal March is. 2011 William Elliott Commissioner . Royal Canadian Mounted Police 1200 Vanicr Parkway Ottawa, ON Ki A 0R2 Dear Commissioner: The Prime Minister has asked me to provide the foilowing information on his behalf. Yesterday afternoon our office became aware of the existence. of materials in the possession of the Aboriginal Peoples Television Network These materials contain troubling details about recent actions and claims made by Mr. Bruce Carson, a former em ployee-of the Prime Minister?s Office. The materials we have seen may provide evidence of matters requiring investigation by the RCMP. We were not provided with a copy of the documents, and we have not reviewed the materials comprehensively or in detail. so cannot speak to their content with any degree of familiarity. We have not communicated directly with Mr. Carson regarding these allegations. Any communication has been with Jorge Barrera of the APTN, who first contacted us this week. Mr. Barrera can he reached at or by phone at (613) 294?291 1. or (613) 567?1550 (ext. 224'). He is copied on this letter. if there is any more assistance that we can provide, please let me know. Sincerely. . I V. Raymond Novak Principal Secretary CC: Jorge Barrera Aboriginal People?s Television Network. 100 Queen Street, Suite. 600 ?49 Canada Home CSEE CANADA SCHOOL scout. DE l?mw? Home About Proof of Principle Partners CSEE Reports Useful Links 5; Reports Contact Us 8 The vision of the CSEE is to contribute to a future of abundant any} diverse supplies of clean energy. a vibrant and healthy environment and a sustainable economy for Canadians by E: stimutating coltaborative research and inquiry into the broad issue of energy and environment with a view to C3) encouraging technology commercialization News For information please contact: Events CSEE Main Of?ce (403) 220-2200 1" Page 1 ofl 16/04/2014 i i l. About CSEE Home About History of CSEE Mandate a Board of Directors Proof of Principle Partners CSEE Reports Useful Links Reports Contact Us a CANADA SCHOOL 411}. or mm summer-r I, ?ooLE DE L'eneneie About The CSEE was established in 2007 by the Universities of Alberta, Caigary and Lethbridge. The ?Canada School? is a not?for?pro?l: organization that draws on the diverse knowledge, resources and expertise of the th re'e institutions to stimuiate and advance research and teaching programs related to one of the most pressing issues of the modern world: the need to provide an environmentaily and economically sustainable supply of energy in the face of global concerns of increasing resource constraints and environmental change. The primary goals of the CSEE were to promote collaboration among researchers addressing major energy and environment issues and to support research that accelerates the progress of ideas towards commercialization. In 2008 the CSEE received a grant from Industry Canada in support for centres of excellence as announced in the 2007 federal budget. The grant has been expended to fund merit-based research awards to individual researchers to advance energy and environmental technologies through the Proof of Principle stage, to support collaboration among researchers through Innovative web~based tools, and to support the activities of the energy and environment institutes at the three universities- 2013-2014 is the last ?scai year for the grant. As a result the CSEE will be wound down. There are no employees apart from part time contract staff to look after routine accounting and reporting requirements under the grant. To review currently funded activities, visitors to the site are directed to the most recent Corporate Pian elsewhere on this site. ?in; UNIVERSITY or as) CALGARY - xi - 7 unison or News Events Page 1 of 1 I History CSEE Page 1 of 1 Home About 0 History of CSEE Mandate 0 Board of Directors Proof of Principle Partners CSEE Reports Usefui Links <3 Reports Contact Us History . News The foundational Ideas that led to the creation of the Canada School of Energy and Environment were ?rst set out in 2004 in a Memorandum of Understanding Events between the Universities of Alberta, Calgary and Lethbridge. Responding to the cat! for innovation, which was recognized as central to meeting Alberta's energy and environment strategies, the universities agreed to promote coordination and collaboration in research and education. Through integration and sharing of information, expertise and resources, their vision was to promote ?investment in energy innovation to ensure an abundant supply of environmentaliy responsible energy for the continuing prosperity and sociai wellvbeing of Canadians?. The Canada Schooi was enabled as a Centre of Research Excellence and Commerciaiizatlon in the 200? federal budget as part of the Science and Technology Agenda to expand Canada's research capacity in areas of nationai priority and to facilitate the translation of research ?ndings to the marketplace. The $15 mlliion federal grant to the Canada School was articulated in a funding agreement with Industry Canada in March of 2008. The foundinguniversities developed the concept further and set out a misaion, mandate and operating principles in a second Memorandum of Understanding in 2007 and In a TriaParty Agreement in 2008. The founders envisioned the CSEE becoming a repository and creator for knowledge on energy and the environment with international in?uence and impact, acting as a coordinating vehicle for research and academic programming, linking research institutes, researchers and students at the participating universities to undertake cutting edge research. The three partner institutes are the School of Energy and Environment (SEE) at the University of Alberta, the Institute of Sustainable Energy, Environment and Economy at the University of Calgary and the Water Institute for Sustainabie Environments at the University of Lethbridge. in 2009, the term of the CSEE's Funding Agreement with Industry Canada was extended to and of ?scal year 2013/14. 16/04/2014 Mandate CSEE CANADA SCHOOL a Home About 0 History of CSEE Mandate a Board of Directors Proof of Principle Partners Reports Useful Links Reports Contact Us score DE L'?neneie Mandate News The core purpose for the CSEE is to focrss on coordination and support of research and commercialization in energy and environment at the founding Events universities. This is grounded in the realization that technology innovation is critical to ?nding soiutions to society's energy and environment challenges. Yet technology, engineering and science are only part of the solution. Discoveries in these domains have to be socially acceptable, meaning they must comply with regulations and standards that protect the health and safety of citizens and of the environment in general. The development and examination of solutions from the combined perspectives of natural sciences, engineering, business and sociai sciences is necessary for a prosperous and sustainable future. The mandate of the Canada School of Energy and Environment is to: Be a repository and a creator for knowledge on energy and environment with international in?uence and impact. Link research institutes, researchers. and students at the participating universities to undertake cutting-edge research on energy and environment. Facilitate the development of commercial technologies. Serve as a resource for poticy and industry leaders in their decision-making processes. Stimulate discussion regionally. nationally and internationally among researchers and decision-makers to guide and lnfonn cancerous pubiio poiicy on energy and environment issues. as}; ?g or cs or 1. Page 1 of1 16/04/2014 Names and Positions Associated with Email Addresses NAME EMAIL ADDRESS Abou-Abboud, Nancy 'na ncy.a boua bboud@ a i'ncminac.gc.ca Administrative Assistant [ndian and Northern Affairs Canada Atleo, Shawn satieo@afn.ca cafn@afn.ca Chief? Assembly of First Nations Binder, Adam adam@h20giobaigroup.com Sales Rep H20 Pros at H20 Globai Group Bencke, Ashiey Administrative Assistant Policy Directorate, EdUcation and Social Development Programs and Partnership Sector, Best, Garry ga Director - Engineering Technical Services, Community infrastructure, Bolduc, Lysane Senior infrastructure Engineer Operations and Planning Support Branch, infrastructure Operations Directorate, Professional and Technical Services, Brant, Liz Manager - Water Safety Program, Mohawks of the Bay of Quinte First Nation, Tyendinaga, Ontario Buchanan, Kellie Employee - Engineering 8i. Technical Services, INAC Carson, Bruce bacarson@ucalgary.ca bruce.ca Accused: Executive Director [appointed in October, 2008 and full?time as of February, 2009] - Canada School of Energy and Environment Calgary, Alberta Duester, Dieter Senior Engineer - Engineering Technical Services, Manitoba Region, INAC Hill, Patrick Owner - H20 Pros H20 Global Group, Ottawa Jones, Roger Patrick@h20globalgroup.com afnceo@afn.ca roger382@sympatico.ca Chief Executive Officer AFN Kasza Nicolas n.kaszap@simpleh20.net Co?Owner - H20 Pros, Ottawa Kendell, Geoff Assistant Manager - Engineering Technical Services, Kirk, Ryan ryan.kirk@Watergroup.com Vice President Sales General Manager? Water Group Companies inc. Ku, Patrick Manager Engineering Technical Services, Ontario Region, Labelle, S?bastien Director of Policy Community Infrastructure Branch, Lebianc, Irving iieblanc@afn.ca Acting Director Housing infrastructure Br Water Specialist, AFN Machel, Stephanie stephaniemachel@ec.gc.ca Chief of Staff to the Honourable Peter Kent [Minister of the Environment, Canada] McMahon, John joh knowledgefirst.ca 8: Employee and Consultant - H20 Pros 8: H20 Global Group ad min knowledgefi rst.ca McPherson, Christine Employee H20 Global Group and mother of Michele McPherson McPherson, Michele leannavip@hotmail.com micheleamcpherson@gmail.com Companion of Bruce Carson (The Gmail account was sometimes used by Michele McPherson?s mother, Christine McPherson.) Director General Community Infrastructure, INAC Mitchell, Gail Director - Engineering Technical Services, Manitoba Region, INAC Payne, Ron Renaud, Marc Administrative Assistant INAC Smart, Joan jsmart@telus.net Administrative Assistant to Bruce Carson - CSEE Stager, John john.stager@ontario.ca Assistant Deputy Minister and Chief Drinking Water Inspector Ministry of the Environment, Ontario Manager - Engineering 8: Technical Services, Manitoba Region, Tencha, Leona Yeomans, Ted Deputy Chief of Staff and Director of Issues Management Parliamentary Affairs to the Honourable John Duncan [Minister of as of August 6, 2010] .U jon.hantho@maxxamanalytics.com ltemSeqNum: 600010064 TtRoutNumCDN: 33156 4 Account 33155224754 CheckAmt: 500000 CapturDate: 20101217 ltemSeqNum: 600010064 TrRoutNumCDN: 33156 lNumC DN: 4_ Account 33155224754 CheckAmt: 500000 CapturDate: 20101217 Page - 1 XMUZW BEEN. C. y" This Agreement has been entered into effective as of the 21 day of August, 2010 aerwseu: H20 waterpros, a company incorporated under the laws of the Province of Ontario, Patridt Hill and Nicolas Kasaap, the ?Principal? ?and- a Nichele'HcPherson, ?le ?Agent? WHEREAS the Principal wishes to develop a continuing relationship with First Nations in order to set up a pilot project to showcase water puri?cation products and sell water puri?cation products to First Nations, and engage in activities with First Nations that promote the Principal's water puri?cation products; AND WHEREAS the Agent wishes to present the Principal in all matters dealing with First Nations,- AND WHEREAS the Principal wishes to appoint the Agent as its exclusive agent for the purpose of representing it in all matters dealing with First Nations and in the representation in and sale of its water - purification products; NOW THEREFORE in consideration of the mutual covenants and undertakings contained herein, and other good and valuable consideration (the receipt, suf?ciency and value of which is hereby acknowledged) and subject to the terms and conditions herein set forth, the Prinicipal and the Agent agree as set forth below: 1. 91? Agent Subject to the terms and conditions hereof, the Principal hereby appoints the Agent, and the Agent hereby agrees to act, as the exclusive agent for the purpose of representing the Principal in all matters, including trade shows, pilot projects, sales and all related activities dealing with First Nations and the Principal's water puri?cation products" 2. Obligations of the Agent Subject to Section 1, the Agent will act within the scope of section 1 and diligently pursue the interests of the Principal with First Nations; and The Agent will carry out such other duties as are reasonany requested from time, to time by the Principal in connection with Subsection 3. Waistcoat The Principal will provide all information and documentation including sales agreements required by the Agent to perform im responsibilities hereunder; . COPY XWUZW Page 2 The Principal will respond to any requests for information, documentation or consents required by the Agent, in carrying out its responsibilities hereunder; and Pay to the Agent on a basis commission on all activities carried out by the Principal in relation to First Nations and that commission should be set at 3% per Gigi of total sale price the price should include all future servicing costs. are "ru- 4. Term WM '0 The Term of this Agreement shall commence as of the date ?rst set forth above and shall expire 2015.] The Term may be extended for a further period as agreed to in writing by the parties and upon such terms and conditions as are mutually satisfactory. . 5. The Principal shall be liable to, and in addition, shall indemnify and hold harmless the Agent from and against any and all liability or loss of any kind that the Agent may suffer or incur as a result of the Agent acting within the scope of its appointment as agent or resulting from the breach of the terms of this Agreement by the Principal. The Agent shall be liable to, and in addition, shall indemnify and hold harmless the Prinicipal from and against any and all liability or loss of any kind that the Principal may suffer or incur as a result of the Agent exceeding or acting ou?lde the scope of its appointment as agent, or resulting from any breach of the terms of this agreement by the Agent. . 6- Ensues The Principal shall reimburse the Agent for all day-to-day expenses, charges and disbursements incurred by it in relation to the ful?lment of its reSponsibilities under this Agreement. The Prlnicipai shall further be responsible for any extraordinary expenses, charges and disbursements incurred by the Agent in relation to the carrying out of its responsibilities under this Agreement, provided however that prior to incurring such eXpenses, charges or disbursements the Agent will obtain the prior written approval or? the Prinicpal. The Principal shall also be responsible for reimbursing the Agent for any expenses, charges or disbursements incurred by the Agent in relation to the ful?llment of its responsibilities under this Agreement in the event the Agreement is terminated as a result of a default by the Prinicipal thereunder. Upon receipt of a request for reimbursement, accompanied by applicable invoices, receipts, or evidence of payment, the Principal shall within 20 days reimburse the Agent for any expenses, charges or disbursements which are the Principal?s responsibility hereunder. 7. Co fid 'ali Each of the Principal and the Agent covenants and agrees with the other and undertakes to keep the terms of this Agreement strictly con?dential. . -. 8. er area The parties to this Agreement shall from time to time execute such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. I 9- main?ills! Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to. such jurisdiction, be ineffective to the extent of such prohibition or without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect. 5130816.} in, it? Page 3 10. Weiss; Failureby either party hereto to insist in any one or more instances upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving party. 11- Meet This Agreement may not be assigned by either paty without the express written consent of ?the other party. 12- No term or provision hereof may be changed, discharged or terminated except by an instrument in writing signed by both parties. 13- Any notices or other communications required under this Agreement shall be in writing.r and delivered or mailed to the following addresses: - if to the Principal: if to the Agent: 0 or at such other place or places or to such other person or persons as shall be designated in writing by a party to this Agreement. If a notice is mailed, it shall be deemed to have been given and received on the second business day following the date of mailing, provided that postal serviceis in normal operation during such time. Any notice delivered to the party to whom it is addressed as hereinbefore provided shall be deemed?to have been given and received on the day it is so delivered at such address. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date ?rst above written. AMENDED AND RESTATED AGENCY AGREEMENT This Agreement has been entered into effective as of the day of February, 2011 BETWEEN: H20 Water Professionals inc. as H20 Pros), a company incorporated under the laws of Canada Pros?) ?and- H20 Global Group inc. a company incorporated under the iaws of Canada Global? and together with H20 Pros, the ?Corporations? and each separateiv, a ?Corporation?} ~and? Patrick J. Hili an individual residing in the city of Ottawa in the Province of Ontario {the "Principal") - and - Michele McPherson an individual residing in the city of Ottawa in the Province of Ontario {the "Agent") WHEREAS the Principai is the sole director and sharehoider of each of the Corporations; AND WHEREAS the Corporations wish to develop a continuing reiationship with First Nations in order to: set up one or more pilot projects to showcase the Corporations? water purification products (the "Water Puri?cation Products?), (ii) seii the Water Puri?cation Products to First Nations, and engage in activities with First Nations that promote the Water Purification Products; AND WHEREAS the Agent wishes to represent the Corporations in all matters dealing with First Nations {including representing the Corporations in dealing with the government of Canada); AND WHEREAS the Corporations wish to appoint the Agent as their exclusive agent for the purpose of representing them in matters deaiing with First Nations {including discussions with the government of Canada reiating to First Nations) and in the representation in and saie of their Water Puri?cation Products to First Nations; AND WHEREAS H20 Pros, the Principal, Nicolas Kaszap and the Agent had previously entered into an Agency Agreement dated August 31, 2010 {the "Prior Agreement?), and the parties hereto wish to amend-and restate the Prior Agreement as set forth herein; agency agreemeat-HZO Globai Group 20 011mm 2705124\3 . NOW THEREFORE in consideration of the mutual covenants and undertakings contained herein, and other good and valuable consideration (the receipt, sufficiency and Value of which is hereby acknowledged] and subject to the terms and conditions herein set forth, the Corporations and the Agent agree as set forth below: 1. Prior Agreement This Agreement amends and restates in its entirety the Prior Agreement and upon the eXecution of this Agreement, the Prior Agreement shall be deemed to be null and void and nine further force or effect. 2. Appointment of Agent Upon and subject to the terms and conditions hereof, each Corporation hereby appoints the Agent, and the Agent hereby agrees to act, as the exclusive agent of each Corporation for the purpose of representing the Corporations in all matters relating to the sale of Water Puri?cation Products to First Nations, including with respect to attendance at trade shows, pilot projects, sales, marketing, promotions and any and all related activities and matters (including dealing with the government of Canada relating to the sale of Water Puri?cation Products to First Nations). 3. Obligations of the Agent Subject to Section 2, the Agent will act within the scope of section 2 and will diligently and actively act for the promotion, marketing and sale of Water Puri?cation Products to First Nations (including sales through, or financed by, the government of Canada). Without limiting the generality of Section the Agent shall: Devote such necessary time, attention and efforts to further the interests of the Corporations and the sale of the Water Puri?cation Products to First Nations; (ii) report to the Corporations all sales of Water Puri?cation Products that are booked by the Agent; Notify the Corporations of any negotiations respecting any potential sale of Water Puri?cation Products and shall work in co-operation with the Corporations in booking that sale; (iv) When requested by the Corporations, assist in the collection of accounts receivable relating to the sales of the Water Purification Products initiated by the Agent; In all communications and dealings with the public, including First Nations and the government of Canada, develop, promote and maintain the goodwill and reputation of the Corporations and the Water Puri?cation Products; (vi) Comply fully with all applicable federal and provincial laws in performance of this Agreement; and agency agreement H20 Global Group 011mm. 2705mm (vii) Carry out such other duties as are reasonably requested from time to time by the Corporations in connection with Subsection Further, the'Agent shall not: Incur any liability on or on behalf of the Corporations or make any contract binding on the Corporations; and (ii) Will not, in promoting the Water Purification Products, make any representations or give any warranties other than those specifically set out in the product documentation provided by the Corporations. 4. Obligations of the Corporations The Corporations _will provide to the Agent all information and documentation including, without limitation, sales agreements, required and/or requested by the Agent in order to perform its responsibilities and duties hereunder. The Corporations will provide to the Agent any financial information and/or documentation reasonably requested by the Agent in order for the Agent to verify the accuracy of any Commission (as such term is defined below) paid in aCcordance with Section 5 below. 5. Commissions Each Corporation shail pay the Agent a commission (the "Commission") in the amount set out in Schedule hereto on any sales and servicing gross revenues received by such Corporation as a result of sales or servicing of Water Puri?cation Products relating to First Nations whether or not the purchase of such Water Purifications Products or the servicing of same is paid for directly by First Nations or indirectly-by a third party (including the government of Canada) for the bene?t of First Nations. lb] The Commission shall be payable to the Agent by the applicable Corporation within ten (10) days of the end of each month in which the sales and servicing gross revenues were received. 6. Term The term of this Agreement shall commence as of the date first set forth above and shall expire on February . 2021(the "Term"). lb] The Term may be extended for a further period as agreed to in writing by the parties and upon such terms and conditions as are mutually satisfactory. Notwithstanding the foregoing, in the event the Term is extended pursuant to this Section Gib), the parties hereto agree that the Commission shall be decreased to ?ve percent for such extended Term. Either the Agent or the Corporations may, in its/their sole discretion, terminate this Agreement, in the event of the following: agency agreement H20 Global Group orgasm nomads 4 if the other party {the "breaching party?) is in default of its obligations under this Agreement or otherwise commits any breach of this Agreement, and such default continues uncured after thirty {30} days from reCeipt by the breaching party of a notice of data uit from the non?breaching party; or (ii) if the other party makes an assignment in bankruptcy, or is petitioned into bankruptcy, or becomes insolvent, or is unable to pay its debts as they generally become clue or if a receiver or trustee is appointed to manage its business and affairs. Liability The Corporations shall, on a joint and several basis, be liable to, and in addition, shall indemnify and hold harmless the Agent from and against any and all liability or loss of any kind that the Agent may suffer or incur as a result of the Agent acting within the scope of its appointment as agent or resulting from the breach of the terms of this Agreement by the Corporations. The Agent shall be liable to, and in addition, shall indemnify and hold harmless the Corporations and the Principal from and against any and all liability or loss of any kind that the Corporations or Principal may suffer or incur as a result of the Agent exceeding or acting outside the scope of her appointment as agent, or resulting from any breach of the terms of this Agreement by the Agent. 8. Expenses The Corporations shall be responsible for any expenses, charges and disbursements incurred by the Agent in relation to the carrying out of her responsibilities under this Agreement, provided however that prior to incurring suah eXpenses, charges or disbursements the Agent will obtain the prior written approval of the applicable Corporation. The Corporations shall also be responsible for reimbursing the Agent for any expenses, charges or disbursements incurred by the Agent in relation to the ful?llment of its responsibilities under this Agreement in the event the Agreement is terminated as a result of a default by the Corporations hereunder. pon receipt of a request for reimbursement, accompanied by applicable invoices, receipts, or evidence of payment, the applicable Corporation shall, within twenty (20} days, reimburse the Agent for any expenses, charges or disbursements which are such Corporation?s responsibility hereunder. 9. Covenant of the Principal During the Term of this Agreement and any extension thereof pursuant to Section Gib), the Principal hereby covenants and agrees that he shall not, without the written consent of the Agent, engage in any activity, or be a shareholder, director, officer or employee of any cerporation or similar entity which engages in any activity, which is competitive to or substantially similar to the activities contemplated under this Agreement unless the Agent is entitled to substantially similar rights in connection with such activitylincluding, without limitation, substantially similar commissions} as is contemplated under this Agreement. - 10. Covenants of the Agent The Agent recognizes and understands that during the term of this Agreement she will receive and otherwise acquire preprietary information of the Corporations and also variOUS kinds of information agency agreement H10 Global Group OWHLAWN. relating to the Water Puri?cation Products of a confidentiai nature, including samples, demonstration models, product documentation, sales information, marketing plans, and customer lists (the "Proprietary Information?). The Agent agrees to take all necessary steps to preserve the confidentiality of the Proprietary information. The Agent shall not at any time, before or after termination of this Agreement, disclose or permit disclosure of the Proprietary Information to any person, firm or corporation without the prior written consent of the Corporations except such disclosure as may be necessary to enable the Agent to perform her obligations hereunder. During the Term of this Agreement and any extension thereof pursuant to Section the Agent hereby covenants and agrees that she shall not, without the written consent of the Corporations, directly or indirectly, aione or in conjunction with any individual, ?rm, Corporation, association or other entity, whether as principal, agent, shareholder or in any other capacity whatsoever: ii) carry on or be engaged in, concerned with or interested in the sale or distribution of Water Purification Products; {ii} attempt to solicit any suppliers, customers or employees of or to the Corporations, away from the Corporations; or knowingly take any act as a result of which the relations between the Corporations and its customers may be impaired. 11. Con?dentiality Each of the parties hereto covenant and agree with the other parties and undertake to keep the terms of this Agreement strictly confidential. 12. Further Assurances ?the parties to this Agreement shall from time to time execute such further documents and instruments and do ail acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning ofthis Agreement. 13. Severability Any provision of this Agreement which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or one nforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect. 14. Waiver Failure by any party hereto to insist in any one or more instances upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any party hereto of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving party. 15. Assignment This Agreement may not be assigned by ar narty withOut the express written consent of the other parties. The Agent shall not have any rigt aim: or employ any sub-agent to perform any part or ail of her duties under this Agreement. agency agreement H20 Global Group [Carsoni-F 2706124\3 15. Amendments No term or provision hereof may be changed, discharged or terminated except by an instrument in writing signed by all parties. 17. Governing Law This Agreement shall be made and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 18. Notices Any notices or other communications required under this Agreement shall be in writing, and delivered or mailed to the following addresses: if to the Corporations or the Principal 5370 Canotek Rd. Unit 9M Ottawa, Ontario 9E7 Attention: Patrick Hill if to the Agent: 84 Welsh Private Ottawa, Ontario KEG 4Y5 or at such other place or places or to such other person or persons as shall be designated in writing by a party to this Agreement. If a notice is mailed, it shall be deemed to have been given and received on the second business day following the date of mailing, provided that postal service is in normal operation during such time, Any notice delivered to the party to whom it is addressed as hereinbefore provided shall be deemed to have been given and received on the day it is so delivered at- such address. 19. Relationship of the Parties it is understood and agreed by the Corporations and the Agent that no partnership, employer/employee, franchisor/franchisee or joint venture relationship is to be created or deemed to be created under this Agreement and that the Corporations and the Agent are acting as independent contractors. {Signature Page Follows} agency agreement H20 Global Group 2706124\3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. H20 WATER PROFESSIONALS By: Name: PatrickJ. Hill Title: Chairman H20 GLOBAL GROUP INC. By: Name: PatrickJ.Hill Title: SIGNED, SEALED AND DELIVERED in the presence of: l) Witness Patrick]. Hill SIGNED, SEALED AND DELIVERED in the presence of: J) . 1 Witness Michele McPherson agency agreement H20 Global Group 27051248 XMUZH SCHEDULE Commission The Agent shall be entitled to receive a commission equal to 15% of the first $7,500 received by the Corporations on account of the sale and service of Water Puri?cation Products in one building and 20% of any amount received by the Corporation: in excess of $7,500 for the same building. agencyI agreement H20 Global Group 2?06124\3 :mSeqNum: 500157445 RoulNumCDN: 186 1 0 :count: 8417032 IeckAmt 200000 ?nturDate: 20101216 :mSeqNum: 500157445 'RoutNumCDN: 186 1 0 ccount: 8417032 heckAmt: 200000 apturDate: 20101216 Page - 103' .kaewm?s' I . ?3 art of your fortune?love ige delivered by -?Originai Message "ceo afn" Fhu. September 09, 2010 6:11 PM acarson@ucalgary.ca> - ational Chief Shawn Atleo" 3t: Re: Fw: [Fwdz Attempt number 2] '5 Bruce, my information is the same. irving working on potential sites for water purification in ontario. ivailable tomorrow or next week by phone or for a meeting as you wish. like to have definite possibilities-for your group to consider, 3E0 irom blackberry )riginal Message Bruce Carson atlonal Chief Shawn Atleo; ceo'afn; Roger Jones? External Thu Sep 0917113118 2010 act: RE: Fw: [Fwdt Attempt number 2] on monday?but will-be soon-to go over 3 been in touch with Minister Duncans office?meeting won?t be in Vancou've 1d accomodate Ministers schedulew?bc 1y implementation??Comp Claims and Repeal of lndian Act-told them We wou sage delivered by NotifyLink] Message 1: "National Chief Shawn Atieo" Mon, September 06-, 2010 11:43 AM 'ceo afn" "Roger Jones? External" . iect: Fw: [Fwdz Attempt number 2] and richard and i met with these guys in either of you chard, roger, this is the info bruce introduced us to tential ?rst nation pilot site around the ottawa area? :11 base with bruce tomorrow to begin sourcing a po wn A?in?chut Atleo onal Chiexc embly of First Nations m: Bruce Carson National Chief Shawn Atleo; Roger Jones Nicolas Kaszap 1t: Mon Ju 1918244147 2010 niect: [Fwd: Attempt number 2] know you are in your Chiefs Assembly in Winnipeg and you will get through it ?thls is the clean water proposal i spoke to about on the phone iastweek-i think it has real merit especially as a >ject as suggested here I ottawa next monday July 20?-and if it was possibie it would be great to meet with Roger?er both of you to this project and the proposed energy dialogue .ny pieces that need to be picked up after the Chiefs Assembly-~bc Message Attempt number 2 Fri, 16 Jul 20t0 14:24:52 ?0400 Nicolas Kaszap io: Nicolas Kaszap zation: SimpieH2O lr Carson, it number 2 sorry about that therefore as promised here is the quick proposal package thatl have personaiy put 3r for yoursetf in orderto have the right knowledge in regards to our vision and philosophy._ Thank you once again ng the time out of your busy schedule to hear what we have to say in regards to heiping the aboriginal communities sCanada. Please do not hesitate to contact me directly by any of the means listed beiow. :18, Kaszap ?ros 813?742?0229 ree: 1?866?558?0001? 3: 613-808?0137 513?742-1371 h20waterpr0scom I a Carson utive Director ada School of energy and environment 1e: 403 220-2200 FAX: 403 210?7824 CELL: 403 8806439 ll: site: 'ess: MS255-2500 University Drive NWCalgary, AB Canada T2N 1N4 rsaHuly16 2010.doo>> as generated by AcceseData usin "to that ?te 9 data parsed from "bacarsonpst". for the original evidence.