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Agency Agreement

(Sale of Property - Variable Commission)

THIS AGREEMENT made as of [Date (ie. January 31, 2002]

B E T W E E N:

[NAME OF PROPERTY OWNER], of [Address


of Property Owner]

(the "Owner")

- and -

[NAME OF AGENT], of [Address of Agent]

(the "Agent")

WHEREAS:

(A) The Owner is the beneficial owner of the Property (as described below), which it wishes
to sell in accordance with the Conditions of Sale (as described below);

(B) The Agent is a duly qualified and licensed real estate agent in the State of [State of
Qualification of Broker (ie. California)]; and

(C) The Owner wishes to retain the Agent to sell the Property in accordance with the
provisions of this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1 - INTERPRETATION

1.1 Definitions

Unless the context otherwise requires the words, phrases and expressions used herein or
in any amendment hereto or in any document contemplated hereby shall have the
meanings ascribed thereto herein, namely:

(a) "Agreement" means this agreement;

(b) "Conditions of Sale" mean the price, terms and conditions on which the Owner is
prepared to sell the Property set forth in Schedule "B" hereto;
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(c) "Property" means the lands, buildings, fixtures, improvements, appurtenances


and other real and/or personal property more particularly described in Schedule
"A" hereto;

(d) "Term" means the period commencing on [Date of Commencement of Term of


Agreement (ie. February 1, 2002)] and ending on [Date of Expiry of Term of
Agreement (ie. July 31, 2003)].

1.2 Extended Meanings

The words "hereof", "herein", "hereunder" and similar expressions used in any part of the
Agreement relate to the entire Agreement and not to the particular Article or section
unless the context otherwise requires.

1.3 Other Expressions

Unless the context otherwise requires all other words, phrases or expressions used herein
shall have the meaning assigned thereto in the text of the Agreement and if no such
meaning is assigned then such words, phrases or expressions shall have the meaning
given thereto in ordinary parlance.

1.4 Number and Gender

All words used herein in the singular include the plural, all words in the plural include the
singular and all words importing the masculine gender include the feminine and neuter
genders where the context so requires.

1.5 Currency

All monetary amounts referred to herein are to be paid in lawful money of the United
States of America.

1.6 Schedules

All of the schedules annexed hereto are incorporated herein by reference and are deemed
to be part of the Agreement, namely:

Schedule "A" - Property;


Schedule "B" - Conditions of Sale

ARTICLE 2 - ENGAGEMENT OF AGENT

2.1 Appointment

The Owner hereby appoints the Agent as its sole and exclusive agent to sell the Property
during the Term in accordance with the Conditions of Sale.
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2.2 Compensation

The Owner shall pay to the Agent as compensation for its services a commission equal to
[Percentage of Purchase Price Payable as Commission to Agent (ie. six percent (6.0%))]
the sum of [Amount of Commission (ie. $10,000.00)], which shall be payable
contemporaneously with and conditional upon the completion of the sale of the Property.

2.3 Delegation

The Agent shall be permitted to engage or appoint sub-agents from time to time, provided
that such delegation shall not permit the Agent to derogate from its obligations hereunder
and the Agent shall be responsible for such sub-agents to the same extent as if they were
employees of the Agent.

ARTICLE 3 - AGENT'S OBLIGATIONS

3.1 Due Diligence

The Agent shall diligently and faithfully endeavor to market the Property for the Owner
during the Term and shall devote such time and effort thereto as is reasonably necessary
to initiate and conduct negotiations for the sale of the Property to prospective purchasers.

3.2 Conditions of Sale

The Agent shall offer the Property for sale in accordance with the Conditions of Sale and
shall not vary any such conditions without the prior consent in writing of the Owner.

3.3 Expenses

The Agent shall pay and discharge all of its expenses in connection with the sale of the
Property and shall not assert any claim therefor against the Owner whose sole obligation
shall be to pay compensation in accordance with section 2.2.

ARTICLE 4 - OWNER'S OBLIGATIONS

4.1 Due Diligence

The Owner shall at all times during the Term cooperate with the Agent by supplying it
with such information, documents, reports, records and things in connection with the
Property as it may reasonably require and to be available to meet with the Agent and
persons introduced by it at all reasonable times.

4.2 Payment of Compensation

The Owner shall pay the compensation to which the Agent shall become entitled in
accordance with section 2.2 hereof by certified cheque or banker's draft and shall
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irrevocably authorize and direct its counsel and its banker to pay or transfer such
compensation to whomsoever the Agent may in writing direct.

ARTICLE 5 - MUTUAL COVENANTS

5.1 Co-operation

In order to give effect to and implement the provisions of the Agreement, the Owner and
the Agent shall co-operate fully with each other, execute and deliver such further
assurances as may be requisite, participate in such negotiations, procedures and
discussions as may be necessary or advisable in the conduct of the sale of the Property
and do such other acts and things as may be reasonably necessary, expedient or incidental
to carrying out the terms and conditions of the Agreement.

5.2 Costs

The Owner and the Agent shall each pay and discharge the costs incurred by each of them
in connection with the negotiation of the Agreement.

5.3 Announcements

No public announcement or press release, interview or other communication to the


general public or the mass media concerning the acquisition contemplated by the
Agreement shall be made by the Owner or the Agent without the prior written approval of
the nature, content and means of publication thereof by the Owner and the Agent.

ARTICLE 6 - GENERAL PROVISIONS

6.1 Governing Law

The rights and remedies of all of the parties hereto and the construction and effect of each
and every provision here-of shall be subject to the exclusive jurisdiction of and be
construed according to the laws of the State of [State (ie. California)], which jurisdiction
shall be the forum for any proceedings in connection with the provisions of the
Agreement.

6.2 Time

Any notices or communications required or permitted hereunder shall be delivered within


the time specified in the Agreement and time shall in all respects be of the essence of the
Agreement provided that whenever the last day for the exercise of any right or the
discharge of any obligation hereunder shall fall upon a Saturday, Sunday, or statutory
holiday the party having such right or obligation shall have until 5:00 p.m. on the next
succeeding regular business day to exercise such right or discharge such obligation.
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6.3 Entire Agreement

The Agreement including the Schedules hereto constitute the entire agreement between
the parties hereto, there are not and shall not be any verbal representations, warranties,
under-takings or agreements between the parties hereto and the Agreement may not be
amended or modified in any respect except by written instrument signed by the party to
be bound thereby.

6.4 Notices

All notices and communications which may be or are required to be given by any party to
any other party, shall be in writing and (i) delivered personally, (ii) sent by prepaid
courier service or registered mail with acknowledgement of receipt, or (iii) sent by
prepaid telecopier or other similar means of electronic communication to the parties at
their following respective addresses:

For the Owner: [Address of Owner]

Attention: [Title of Representative of Owner]


Telecopier: [Telecopier / Fax of Owner]

For the Agent: [Address of Agent]

Attention: [Title of Representative of Agent]


Telecopier: [Telecopier / Fax of Agent]

Any such notice so given shall be deemed conclusively to have been given and received
when so personally delivered or delivered, by courier or on the day on which
transmission is confirmed if sent by telecopier or on the fifth (5th) day, in the absence of
evidence to the contrary, following the sending thereof by registered mail. Any party may
from time to time change its address hereinbefore set forth by notice to the other parties
in accordance with this section.

6.5 Counterparts

The Agreement may be executed in one or more counterparts each of which so executed
shall constitute an original and all of which together shall constitute one and the same
agreement.

6.6 Invalidity

The invalidity of any particular provision of the Agreement shall not affect any other
provision hereof and the Agreement shall be construed as if such invalid provision were
omitted.
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6.7 Captions

The captions and headings in the Agreement form no part thereof and shall be deemed to
have been inserted for convenience of reference only.

6.8 Assignment

The Agreement shall not be assigned by the Agent with-out the prior consent in writing of
the Owner or by the Owner without the prior consent in writing of the Agent provided
that the Agent may without the consent of the Owner delegate the performance but not
responsibility for any duties and obligations of the Agent hereunder to any independent
contractor, expert or professional adviser.

6.9 Binding Effect

The Agreement shall enure to the benefit of and be binding upon the parties hereto and
their successors and assigns respectively.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.

[NAME OF PROPERTY OWNER]

Per:
Name:
Title:

[NAME OF BROKER]
Schedule "A"
Description of Property
[Describe Property]
Schedule "B"
Conditions of Sale
[Insert all the Relevant Conditions of Sale of Property (ie. Minimum Purchase Price, Closing
Date, Deposit, etc.)]]