EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 2013

B E T W E E N:
AVID LIFE MEDIA INC., a corporation existing under the laws of Province of
Ontario
(hereinafter called the Corporation)
- and NOEL BIDERMAN, an individual residing in the City of Toronto in the Province
of Ontario
(hereinafter called the Executive).
WHEREAS the Executive entered into an Employment Agreement dated on or
about August 1, 2007 (the Original Agreement) with Avid Dating Life Inc., a subsidiary of the
Corporation, as further amended on May 2, 2008 (the First Amendment), as further amended
on November 25, 2008 (the Second Amendment), as further amended on March 3, 2009 (the
Third Amendment) and as further amended on June 6, 2009 (the Fourth Amendment,
together with the First Amendment, the Second Amendment, the Third Amendment and the
Original Agreement shall be referred to herein as the Original Biderman Agreement), and
entered into an Employment Agreement with the Corporation to replace the Original Biderman
Agreement effective as of October 14, 2010 (the Second Biderman Agreement);
AND WHEREAS the parties wish to replace the Second Biderman Agreement
effective as of January 1, 2013 (the Effective Date) with a written agreement which contains the
agreed upon terms and conditions of employment for their mutual benefit.,
AND WHEREAS the parties are contemporaneously entering into an indemnity
agreement on the terms mutually agreed upon,

6069729 v34

-2NOW THEREFORE in consideration of the mutual covenants and agreements

contained in this agreement and for other good and valuable consideration, the adequacy of which
is hereby acknowledged, the parties to this agreement do mutually covenant and agree as follows:
ARTICLE 1 - TERMINATION OF SECOND BIDERMAN AGREEMENT
1.1

Termination of Second Biderman Agreement. The Second Biderman Agreement is hereby

terminated in its entirety effective as of the Effective Date and contingent upon the entering
of this Agreement.
ARTICLE 2 - DUTIES OF EMPLOYMENT

2.1

Position. The Corporation agrees to continue to employ the Executive in the position of
Chief Executive Officer to serve in such capacity as the Corporations needs may, from
time to time, require and as are made known to him by the Corporation or its authorized
representatives. In this capacity, the Executive shall perform such services as are required
from time to time by the Board of Directors of the Corporation (the Board) provided,
however, that without the Executives prior written consent, the Executive shall not be
required to perform services other than those comparable in scope and dignity to those the
Executive is presently performing.

2.2

Duties.

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(a)

The Executive accepts his employment on the terms and conditions set forth in this
Agreement and acknowledges that as the Chief Executive Officer he has the
responsibility of managing the overall operations of the Corporation, subject to the
authority of the Board. Throughout the term of his employment, the Executive
agrees to carry out the performance of his duties under this Agreement and shall
conform to all lawful instructions and directions given to him by the Board, or its
authorized designees, and obey and carry out the by-laws of the Corporation, as
well as all written rules, policies and practices now or hereafter established and
amended from time to time by the Corporation for the conduct of its affairs and
brought to the attention of the Executive.

(b)

The Executive agrees, during the continuance of his employment, to devote his
entire working time, services, skill and ability to such employment and to serve at
all times with loyalty and honesty in the best interests of the Corporation.
Notwithstanding the foregoing, the Executive shall not be prevented from
participating in charitable, civic, educational, professional, community or industry
affairs or serving on the board of directors or advisory boards of other companies as
are reasonably agreed to by the Board, provided that such activities do not

-3materially interfere with the performance of his duties hereunder or create a

potential business conflict or the appearance thereof.
(c)

The Corporation and the Executive hereby agree that the Executive shall perform
his services principally from Toronto, Canada. The Executive acknowledges that
the performance of his duties and functions may necessitate intermittent travel to
other places throughout the world and the Executive hereby agrees and consents to
such travel requirements and obligations.
ARTICLE 3 - TERMS OF EMPLOYMENT

3.1

Term. The provisions of the Agreement shall have effect as of the Effective Date and shall
continue indefinitely until terminated in accordance with the provisions of this Agreement.
ARTICLE 4 - EMPLOYEES COMPENSATION, INCENTIVES AND BENEFITS

4.1

Base Salary. The annual base salary (the Base Salary) payable to the Executive for the
Executives services hereunder for the term of this Agreement shall be four hundred and
ninety-nine thousand nine hundred and ninety-nine dollars ($499,999) (gross), exclusive of
bonuses, benefits and other compensation. The Base Salary shall be payable in equal
bi-weekly instalments, in arrears, in accordance with existing practice, or in such other
manner as may be mutually agreed upon, less, in any case, any deductions or withholdings
required by law.

4.2

Benefits. The Executive shall be entitled to participate in all benefit plans which the
Corporation provides to its employees, including extended health, medical and dental. In
the event that such benefit plans include additional benefits and/or coverage for executives,
then the Executive shall be entitled to such additional benefits. For greater certainty, the
Corporation currently has no (and has no current plans to implement): (a) defined benefit
pension plan; (b) defined contribution pension plan; or (c) contributions to the Executives
registered retirement savings plan or other self-directed retirement savings plan, for the
benefit of the Corporations executives and employees.
The Executive shall also have a Health Spending Account by which the Corporation will
pay up to $10,000 annually to cover any health related expenses not covered by the
Corporations benefit plans. Any such health related expenses beyond $10,000 annually
will be paid by the Corporation and deducted from the Executives Base Salary.

4.3

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Purchased Shares. The Executive shall have the right to purchase 3,768,000 Class A
Common Shares of the Corporation (the Purchased Shares) on the following conditions
and subject to the following restrictions:

-4(a)

The Executive and the Corporation acknowledge and agree that the Purchased
Shares will be issued by the Corporation (as treasury stock) at a subscription price
of $1.10 per share, being fair market value as of the date hereof.

(b)

The Executives right to purchase the Purchased Shares shall be conditional on the
Executive executing a promissory note in a form agreed upon by the Executive and
the Corporation (the Promissory Note), and an assumption agreement pursuant
to which the Executive shall become bound by and a party to the unanimous
shareholders agreement relating to the Corporation.

(c)

Where the Executives employment with the Corporation ceases for any reason, the
Executive may, at his election, either
(i)

surrender to the Corporation (or its designate) the Purchased Shares

for consideration equal to $1.10 per Purchased Share, or

(ii)

retain the Purchased Shares,

by providing written notice to the Corporation in writing of his election no later

than 30 days following the Termination Date (the Loan RepaymentElection
Date).

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(d)

Where the Executive electsNotwithstanding the foregoing, where the Executives

employment is terminated for any reason other than by the Corporation without
Cause (as herein defined) and the Executive has elected to retain the Purchased
Shares, the Corporation (or its designate) shall have the right (but not the
obligation) to acquire from the Executive the Purchased Shares for consideration
equal to the greater of (x) $1.10 and (y) the highest price per share paid to the
Corporation by any person who subscribed for Class A Common Shares of the
Corporation12-Month High, in each case, per Purchased Share. Within 90 days of
the Election Date, the Corporation (or its designate) shall advise the Executive in
writing as to whether it intends to exercise its right to acquire the Purchased Shares
in accordance with this Section 4.3(d). For the purposes of this Section,
12-Month High means the highest price per share paid to the Corporation for
Class A Common Shares in the 12 months-month period ending immediately prior
to the Executives Termination Date, in each case, per Purchased Share.
Termination Date, provided that at least $1,000,000 in Class A Common Shares
were sold at no less than that price, in that period.

(e)

Within 90 days of the Loan Repayment Date, the Corporation (or its designate)
shall advise the Executive in writing as to whether it intends to exercise its right to
acquire the Purchased Shares in accordance with section 4.3(d).

-5(e)

4.4

(i)

that the Executive does not consent to, or that the Executive
indicates in writing to the Corporation his belief that such issuance
is not in the best interests of the Corporation, and

(ii)

where the result of the issuance would be to increase the

fully-diluted
number of Class A Common Shares of the
Corporation by more than 25% as of the date immediately prior to
such issuance.

Loan to Purchase Shares.

(a)

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(f) Concurrent with the Corporation completing any proposed Dilutive Issuance,
the Corporation shall issue such number of additional Class A Common Shares to
the Executive as is necessary to ensure that the Executive maintains the same
percentage of Class A Common Shares in the Corporation following the Dilutive
Issuance as he (together with the Trustee as herein defined, if applicable) owned on
the date that is immediately prior to the Dilutive Issuance. Such share issuance
shall be completed at the fair market value of such shares, and the Corporation shall
provide the Executive with a loan in an amount equal to the purchase price for such
shares, and on terms otherwise consistent with the Loan described in Section 4.4.
For purposes of this sectionSection, a Dilutive Issuance means, any issuance
(other than in connection with any transaction or anticipated series of transactions,
the ultimate result of which is an initial public offering of the Corporation or any
successor thereto) of Class A Common Shares (or securities convertible into Class
A Common Shares) that occurs prior to the Termination Date:

Effective January 1, 2013, the Corporation shall provide the Executive with a loan
for the principal amount of $4,144,800.00 (the Loan) to be used to purchase the
Purchased Shares, and shall be evidenced by the Promissory Note having the
following terms:
(i)

Interest shall be payable quarterly in arrears at the Canada Revenue Agency

Published Interest Rate, and the Corporation shall reimburse the Executive
on a quarterly basis for all interest paid by the Executive.

(ii)

The Loan shall have no fixed term;

(iii)

The Loan shall be secured solely against the Purchased Shares.

(iv)

The Executive shall have the right to pre-pay the Loan, in whole or in part,
at any time and from time to time prior to the Executives Termination Date.

(v)

In the event that the Purchased Shares are sold in accordance with the
Shareholders Agreement, the Loan shall be immediately payable.

-6(vi)

For purposes of this Agreement, Termination Date shall mean the last
day of the Executives active and actual employment, and shall be
determined without reference to any period of notice that is or that ought to
have been given to the Executive.

(vii)

(vi) In the event thatWhere the Executive ceases to be employed with the
Corporation for any reason other than as a result of the termination by the
Corporation of the Executives employment without Cause, the Loan shall
be payable in full no later than the Loan Repayment Date. date that is 30
days following the Termination Date.

(viii) Where:
(i)

the Executives employment is terminated by the Corporation

without Cause and the Executive has elected to retain the Purchased
Shares under Section 4.3(c), and

(ii)

amounts are outstanding under the Loan following the date that is 36
months after the Termination Date (the Set-off Date),

the Corporation shall, from and after the Set-off Date, have the right
withhold up to 75% of any distribution payable from time to time on the
Purchased Shares as a set-off of amounts owed to it under the Loan.
(ix)

(vii) The Corporation shall set-off any payment to be made to the Executive
by the Corporation under sectionSection 4.3(c) and sectionSection 4.3(d), as
applicable, against amounts outstanding under the Loan.

(x)

(viii) To the extent that the amounts outstanding under the Loan as of the
Executives Termination Date are insufficient to satisfy the amounts owed
by the Corporation to the Executive under sectionSection 4.3(c) and
sectionSection 4.3(d), as applicable, the Corporation shall pay the balance to
the Executive within 90 days of the Loan RepaymentElection Date.

For the purposes of this Agreement, Termination Date shall mean the last day of
the Executives active and actual employment, and shall be determined without
reference to any period of notice that is or that ought to have been given to the
Executive.
(b)

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[It is understood and agreed that the Loan shall be made as of January 1, 2013 and
accordingly, the Executive shall be entitled to receive the pro rata share of
dividends paid on such Purchased Shares on or after January 1, 2013 and prior to
the signing of this Agreement in the form of a cash bonus payable within 30 days of

-7the date hereof.][ Note: to be deleted if agreement signed prior to any dividends
being declared in 2013]
4.5

Purchase by Trustee. At the Executive's election, the trustee of the 2012 Noel Biderman
Family Trust (the "Trustee") may, instead of the Executive, purchase the Purchased Shares
from the Company. In the event that the Purchased Shares are purchased by the Trustee,
the Executive agrees that it shall cause the Trustee to execute such documentation as the
Corporation reasonably determines necessary in order to bind the Trustee to the terms
contained herein.

4.6

Vacation. The Executive shall be entitled to vacation with pay of four (4) weeks during
each calendar year of this Agreement. Vacation not taken in one year may not be carried
over into the subsequent years and all vacation time not taken shall expire at the end of the
applicable year other than two weeks vacation which may be carried over into the
subsequent year.

4.7

Expenses. The Corporation shall reimburse the Executive forthwith for reasonable
out-of-pocket expenses, including professional fees and memberships and authorized
travelling expenses, actually incurred by the Executive in the performance of his duties
upon presentation of supporting statements, receipts or vouchers and in accordance with
the Corporations expense reimbursement policy in effect from time to time. The
Executive shall maintain and be responsible for all costs associated with home internet
connectivity and other costs associated with maintaining a home office. In addition, the
Executive will be responsible for providing, at the Executives own expense, a suitable
vehicle for such business travel as the Executive makes by car. In respect of the vehicle the
Executive provides, the Executive will be responsible for all maintenance, repair and other
charges. Any authorized business mileage undertaken in this vehicle will be reimbursed at
the prevailing rate for mileage reimbursement. The Executive will not be reimbursed for
private mileage.

4.8

Indemnity. Subject to the provisions of the Corporations governing corporate legislation,

the Corporation agrees to indemnify and save the Executive harmless from and against any
and all demands, claims, costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which the Executive is involved by reason of having
been a director or officer of the Corporation or of any affiliated company, whether before
or after termination if:
(a)

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the Executive acted honestly and in good faith with a view to the best interests of
the Corporation or any affiliate; and

-8(b)

in the case of a criminal or administrative action or proceeding that is enforced by a

monetary penalty, the Executive had reasonable grounds for believing that his
conduct was lawful.

The Executive shall be entitled to retain legal counsel of his own choosing, and the
Corporation shall advance all expenses incurred by the Executive in connection with the
investigation, defense, settlement or appeal of any such proceeding prior to the final
disposition thereof upon receipt by the Corporation of an undertaking by or on behalf of the
Executive to repay the Corporation such advanced amounts if it shall be determined
ultimately that the Executive is not entitled to be indemnified by the Corporation hereunder
and if it is not then contrary to applicable law for the Corporation to do so.
4.9

Withholdings. The Corporation shall withhold such amounts from the Executives
compensation as required by law and remit any such withheld amounts to the appropriate
governmental authority.
ARTICLE 5 - TERMINATION

5.1

Termination. The Corporation and the Executive agree that this Agreement and the
employment of the Executive may be terminated as follows:
(a)

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immediately by the Corporation at its option, at any time, and without notice or pay
in lieu of such notice, for cause at common law (Cause). However, if the
Corporation terminates the Executive under this Section, the Corporation will pay
the funds referred to in Section 5.1(c) into an escrow or trust account held by a law
firm (being either of the law firms retained by the Corporation or the Executive to
litigate the issue of Cause or another law firm, each as mutually agreed upon by the
Corporation and the Executive) or third party escrow agent, as the case may be,
confirming, in writing, that the funds will be released from escrow only in
accordance with the following:
(i)

by written agreement of the Corporation and the Executive that the

escrowed funds be released to either the Corporation or the Executive; or

(ii)

by Order of the court that the escrowed funds be released to either the
Corporation or the Executive; or

(iii)

if the Executive does not commence a proceeding in the Ontario Superior

Court of Justice challenging his dismissal for Cause within 120 days of
having been terminated under this Section 5.1(a), the escrowed funds will
be returned to the Corporation.

-9For greater clarity, the amounts paid into escrow by the Corporation under this
sectionSection are not exhaustive of the Executives entitlements should it be
determined that Cause for termination did not exist, as the entitlements in a
termination without Cause are set out in Sections 5.1(c).

5.2

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(b)

by the Corporation at any time, in the event of the Executives death or disability
or disabled, as such term is defined in any disability insurance policy of the
Corporation or if no such policy is in place, disability shall mean mental or physical
disability or serious illness of the Executive which results in the Executive being
unable to substantially perform his duties for a continuous period of 90 days or for
periods aggregating 180 days in any period of 365 days, in which case the
Executive shall not be entitled to any severance payments of any kind.
Notwithstanding the foregoing, in the event that the disability or death of the
Executive is directly related to or arises directly out of the Executives carrying out
his responsibilities with or on behalf of the Corporation (Eligible Death or
Disability), then the Corporation shall provide the Executive with the
compensation provided for in Section 5.1(c).

(c)

by the Corporation at any time, without Cause, by:

(i)

paying, in lieu of notice, $1,500,000. Such severance payments shall be

payable in three (3) equal monthly amounts commencing within seven (7)
days of the date on which notice of termination is given, subject to standard
withholdings and authorized deductions. This payment is not subject to
mitigation and will be made in any event thereof.

(ii)

continuing all the Executives benefit coverage and Health Spending

Account under Section 4.3 for 12 months from the date on which notice of
termination is given.

(d)

by the Executive for reason of constructive dismissal at common law

(Constructive Dismissal), in which case the compensation in Section 5.1(c) will
be provided by the Corporation;

(e)

by voluntary resignation of the Executive in which case the Executive shall receive
any portion of the Base Salary or vacation pay that shall have been earned or
accrued by the Executive prior to the Executives last day of active employment,
but not yet paid, subject to standard withholdings and authorized deductions.

[Deleted].

- 10 5.3

Effect of Termination.
(a)

Upon termination of the Executives employment, the Executive shall have no

claims against the Corporation for failure to give reasonable notice of termination
or otherwise except in respect of payment of salary or accrued vacation pay to the
date of termination and payments specifically provided for herein.

(b)

Unless otherwise agreed by the Corporation and the Executive in writing, subject to
the terms of any shareholders agreement between the Executive, the Corporation
and other shareholders of the Corporation, upon termination of employment, the
Executive shall immediately resign all offices (including directorships) held in the
Corporation or its subsidiary companies and the Executive shall not be entitled to
receive any additional severance pay or compensation for loss of office or
otherwise by reason of resignation (other than as otherwise provided for herein). If
the Executive fails to resign as mentioned, the Corporation is irrevocably
authorized to appoint some person in the Executives name and on his behalf to
sign any documents or do anything necessary or requisite to give effect to it.

(c)

Upon termination of the Executives employment for any reason, the Corporation
and all its affiliates will within 12 months from the date of termination of the
Executive cease using the name, likeness, reputation or image of the Executive
(collectively, the Executives Image) in association with or pertaining to the
Corporation or its business or that of any of the Corporations affiliates, including
but not limited to use in the following:
(i)

the website(s) of the Corporation and any of its affiliates;

(ii)

meta-tags/meta-elements or similar means of directing traffic to a website;

(iii)

advertisements or other promotions, whether print or web based, radio or

television;

(iv)

You Tube;

(v)

books, magazines or other publications;

(vi)

any other material, printed, web based or otherwise, issued by or on behalf

of the Corporation or any of its affiliates;

The Corporations obligation under this sectionSection requires the Corporation to

remove the Executives Image from the above media and, where the Corporation is
not the owner or in direct control of the use of the Executives Image in such media,
to take all commercially reasonable efforts to cause the removal of the Executives
Image from such media.

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- 11 ARTICLE 6 PROPERTY OF THE CORPORATION AND RESTRICTIVE

COVENANTS
6.1

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Property of the Corporation.

(a)

The Executive acknowledges that all Intellectual Property (as defined below) and
all items of any and every nature or kind created or used by the Executive during his
employment with the Corporation, or furnished by the Corporation to the
Executive, and all equipment, credit cards, books, records, reports, files, manuals,
literature, confidential information or other materials shall remain and be
considered the exclusive property of the Corporation at all times and shall be
surrendered to the Corporation, in good condition, promptly on the termination of
the Executives employment irrespective of the time, manner or cause of
termination. All personal effects used by the Executive in carrying out his duties
will remain the property of the Executive and shall be removed by him on
termination of his employment.

(b)

The Executive agrees that, during the term of his employment, he will promptly,
upon development thereof, fully inform and disclose to the Corporation all
discoveries, findings, reports, designs, inventions, improvements, methods,
processes, practices, techniques, programs, concepts and ideas, whether or not
patentable or copyrightable (collectively, the Intellectual Property), which
pertain or relate to the business of the Corporation or to any experimental work
carried on by the Corporation, whether conceived by the Executive alone or with
others and whether or not conceived during regular working hours.

(c)

The Executive hereby agrees to assign, transfer, and convey to the Corporation, and
to cause each of his agents and contractors to assign, transfer and convey to the
Corporation, all rights to any Intellectual Property, and confirm that he will, at any
time or from time to time, upon the Corporations request do, execute,
acknowledge, and deliver or cause to be done, executed, acknowledged, and
delivered, all such further acts, deeds, assignments, transfers, waivers,
conveyances, and assurances as may be required to carry out the intent of this
sectionSection.

(d)

The Executive agrees to assist the Corporation in obtaining patents or copyrights

and any other intellectual property rights on all such Intellectual Property and shall
execute all documents and do all things necessary to obtain letters, patents, or
copyrights, or other registrations to vest the Corporation with full and exclusive
title thereto, and protect the same against infringement by others.

(e)

The Executive hereby represents and warrants to the Corporation that he does not
currently have any Intellectual Property that has not been assigned to the

- 12 Corporation and, to the extent that such representation and warranty is incorrect in
any way, the Executive hereby sells, assigns and transfers to the Corporation any
and all Intellectual Property which the Executive currently possesses.
(f)

6.2

The Corporation acknowledges that the Executive is the owner of the url
sportsagent.com (Lifestyle Education), and that the Executive owns that domain
and all rights whatsoever pertaining thereto, including that of the concept and ideas
involved. The Corporation further acknowledges that this url and the underlying
concept and ideas are not included in the Intellectual Property defined above unless
the Corporation agrees with the Executive to purchase the sportsagent.com url from
the Executive.

Waiver of Moral Rights. The Executive hereby waives all Moral Rights (as hereinafter
defined) whether now existing or arising during the term of the Executives employment
and any similar rights to any works and Intellectual Property developed during the course
of the Executives employment or in contemplation of such employment. The waiver of
such rights is made in favour of the Corporation and any assignee, licensee, purchaser,
lender or other party claiming an interest under or through the Corporation or under any
agreement entered into by the Corporation. For purposes of this Agreement, Moral
Rights means any right to:
(a)

divulge a work or any Invention to the public;

(b)

retract a work or any Invention from the public;

(c)

claim authorship or anonymity related to a work or any Invention;

(d)

object to any distortion, mutilation or modification of a work or any Invention; or

(e)

use a work or any Invention in association with a product, service, cause or

institution;

and includes any and all rights similar to the above listed rights, existing under judicial or
statutory law of any country or jurisdiction in the world including the Copyright Act
(Canada), as amended from time to time, or under any treaty, regardless of whether such
right is called or generally referred to as a moral right.
6.3

Confidential Information.
(a)

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The Executive acknowledges that throughout the course of his employment with
the Corporation the Executive may have access to and be entrusted with
confidential information, trade secrets and know-how concerning the business and
property of the Corporation and with information, trade secrets and know-how
which other persons shall require the Corporation and its employees, agents and

- 13 consultants to treat as confidential (all of which information, trade secrets and

know-how of the Corporation and others, together with any Intellectual Property,
shall be collectively defined as Confidential Information).
(b)

6.4

(i)

he shall keep confidential all of the Confidential Information for the

exclusive benefit and use of the Corporation and will faithfully do all in his
power to assist the Corporation in keeping the Confidential Information
confidential until the Corporation shall make the same public either by
obtaining patent rights, copyrights or otherwise;

(ii)

he shall not, directly or indirectly, disclose or divulge any of the

Confidential Information to any person, firm, corporation or other entity of
any kind whatsoever;

(iii)

he shall not, directly or indirectly, either individually or in partnership with,

or jointly with one or more persons, firms, corporations or any other entity
of any kind whatsoever as principal, agent, employee, shareholder or in any
other capacity or manner whatsoever, use any of the Confidential
Information other than on behalf of or for the direct benefit of the
Corporation;

(iv)

he shall not divulge, disclose or communicate to any person, firm or

corporation the name of any customer of the Corporation and/or the
Business (as hereinafter defined); and

(v)

he shall not use for his own purpose any Confidential Information relating to
the Corporation and/or the Business.

Non-Competition/Non-Solicitation. TheSubject to Section 6.5, the Executive agrees that

the Executive will not, without the prior written consent of the Corporation, while
employed by the Corporation and for a period of two (2) years after the date of termination:
(a)

6069729 v34

The Executive agrees that disclosure of any Confidential Information or any use of
the Confidential Information other than on behalf of or for the direct benefit of the
Corporation is and will be highly detrimental to the Corporation and that the right
to maintain the confidentiality of the Confidential Information constitutes a
proprietary right which the Corporation is entitled to protect or is an obligation
which the Corporation must observe. Accordingly, the Executive hereby agrees
that:

directly or indirectly, in any manner whatsoever, including, without limitation,

either individually or in partnership or jointly, or in conjunction with any other
person or persons, firm, association, syndicate, company or corporation, as
principal, agent, shareholder or in any other manner whatsoever, carry on or be

- 14 engaged in any business similar to or competitive with the business of the

Corporation (the Business) in any country where the Corporation operates, or be
concerned with or interested in or lend money to, guarantee the debts or obligations
of or permit his name or any part thereof to be used or employed by any person,
persons, firm, association, syndicate, company or corporation engaged in,
concerned with or interested in any competitive business except that the Executive
may own no more than 5% of the total issued and outstanding capital stock of a
publicly-held or private corporation engaged in, concerned with or interested in any
competitive business;
(b)

directly or indirectly solicit, interfere with or endeavour to direct or entice away

from the Corporation any customer or any person, firm or corporation in the habit
of dealing with the Corporation, and/or the Business; or

(c)

interfere with, entice away or otherwise attempt to obtain the withdrawal of any
employee or independent contractor of the Corporation or, following termination of
the Executives employment, any employee who was in the employ of the
Corporation during the onetwo (12) year period, as the case may be.

6.5

Notwithstanding the foregoing, the two year period described in Section 6.4 shall be one
year in the event that the Corporation terminates the Executive without Cause under
Section 5.1(c) or constructively dismisses him under Section 5.1(d).

6.6

6.5 The Executive hereby acknowledges and agrees that all covenants, provisions and
restrictions contained in this Article 6 hereof are reasonable and valid and all defences to
the strict enforcement thereof by the Corporation are waived by the Executive. It is
understood by the parties hereto that the covenants in this Article 6 by the Executive are
essential elements to this Agreement and that, but for the agreement of the Executive to
enter into such covenants, the Corporation would not have retained the Executive.

6.7

6.6 The Executive further acknowledges and agrees that in the event of a violation of the
covenants, provisions and restrictions contained in this Article 6, the Corporation shall be
authorized and entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief and an accounting of all profits and benefits arising out of such
violation, which rights and remedies shall be cumulative and in addition to any other rights
or remedies to which the Corporation may be entitled.

6.8

6.7 Notwithstanding any of the foregoing, the provisions of this Article 6 shall cease to be
operative on the termination date of the Executives employment if the Corporation
terminates the Executives employment without Cause.

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- 15 ARTICLE 7 - CLAUSES SURVIVING TERMINATION

7.1

Sections 4.11 and 5.3 and the provisions of Article 6 of this Agreement shall survive the
termination of this Agreement, as well as any other provisions that confer benefits or
impose obligations post-termination.
ARTICLE 8 - CONSULTING ARRANGEMENT

8.1

For so long as the Executive is employed by the Corporation, the Corporation will continue
to retain Amanda Biderman as a consultant to the Corporation at the annual rate of
$88,000, plus HST, to be paid quarterly in equal installments.
ARTICLE 9 - GENERAL

9.1

General. Any notice, document or other communication required or permitted to be given

in respect of this Agreement shall be sufficiently given if delivered to the party personally,
or if sent by prepaid ordinary mail posted in Canada, by courier, or by facsimile (if a
facsimile number is provided below), to such party addressed as follows:
to the Corporation:
Avid Life Media Inc.
2300 Yonge Street, Suite 1710
Toronto, ON M4P 1E4
Attention:
Chairman of the Board
Facsimile No: (416) 480-2803
to the Executive:
Noel Biderman
227 Hillhurst Blvd. Avenue
Toronto, Ontario M5N 1P3
Facsimile:

(416) _________________

Any party may at any time change its address hereunder by giving notice of such change of
address to the other party or parties in the manner specified in this paragraph. Any such
notice or other written communication shall (i) if mailed or sent by courier, be effective on
the day it is delivered or an attempt is made to deliver it to the address of the addressee; (ii)
if given by personal delivery, shall be effective on the day of actual delivery; or (iii) if sent

6069729 v34

- 16 by facsimile, be deemed to have been given, sent, delivered and received on the date the
sender receives the confirmation confirming receipt of the facsimile by the addressee.
9.2

Severability. If any covenant, provision or restriction contained in this Agreement is found

to be void or unenforceable in whole or in part, it shall not affect or impair the validity of
any other covenant, provision or restriction and without limitation, each of the covenants,
provisions and restrictions contained herein are hereby declared to be separate and distinct
covenants, provisions and restrictions.

9.3

Waiver of Performance. The Executive and the Corporation may, in writing, extend the
time for performance or waive non-compliance or non-performance by the other of the
others obligations, covenants and agreements under this Agreement. No act or failure to
act of the Executive or the Corporation shall be deemed to be an extension or waiver of
timely or strict performance by the other of its obligations, covenants and agreements
under this Agreement.

9.4

Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the law of Canada applicable therein and each of
the parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of
Ontario.

9.5

Entire Agreement. This Agreement sets forth the entire agreement among the parties
hereto pertaining to the employment of the Executive and supersedes all prior agreements,
understanding, negotiations and discussions, whether oral or written, of the parties hereto
and there are no warranties, representations or other agreements between the parties hereto
in connection with the subject matter hereof except as specifically set forth therein. No
supplement, modification, waiver or termination of this Agreement shall be binding unless
executed in writing by the parties to be bound thereby.

9.6

Assignment. This Agreement is personal to the Executive and may not be assigned by the
Executive without the prior written consent of the Corporation, which consent may be
unreasonably withheld. Subject to the foregoing, this Agreement shall enure to the benefit
of and be binding upon the Parties and their respective successors, heirs, executors,
administrators, personal representatives and permitted assigns.

9.7

Headings. The headings used in this Agreement are for convenience only and are not to be
construed in any way as additions to or limitations of the covenants and agreements
contained herein.

9.8

Currency. Unless otherwise stated, all dollar amounts referred to in this Agreement shall
be in Canadian funds.

9.9

Time of Essence. Time is and shall always remain the essence of this Agreement.

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- 17 9.10

Independent Legal Advice. The Executive acknowledges that:

(a)

he has been advised to and has either sought, or waived his right to seek,
independent legal counsel in connection with this Agreement;

(b)

he fully understands the nature and effect of the provisions of this Agreement and
his obligations and rights hereunder; and

(c)

he is executing this Agreement of his own volition in a free and enlightened

manner, and without fear, threats, compulsion, duress or influence by any person.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

6069729 v34

- 18 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.
AVID LIFE MEDIA INC.

Per:

c/s
Jason DeZwirek
Director
Authorized Signing Officer

SIGNED AND DELIVERED

In the presence of:

Witness

851298_2.DOC

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Noel Biderman

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