For Use In The Province Of Ontario

TO: Meridian Corporation, 1595 Sixteenth Avenue, Suite 301, Richmond Hill, Ontario
(Listing Broker)

RE: _______________________, a ______________ business, with its head office at __________________________________ (“Business”)

I/We (the “Vendor”) hereby retain Meridian Corporation (“Meridian”) to list the Business for sale and to represent the Vendor in the sale of the Business (shares or assets) as the Vendor’s and the Business’s exclusive representative on the terms set out below.

1 Term: This Agreement to list shall commence immediately on execution and shall expire at one minute before midnight on the day of 200_ (“Term”). This listing may not be revoked or terminated by the Vendor or Meridian prior to the expiry of the Term set out above without the consent of both the Vendor and Meridian.

2 Retainer: The Vendor will pay Meridian a non-refundable fee of Five Thousand Dollars ($5,000.00) plus GST, to review and prepare all the necessary documents relating to the marketing and offering for sale of the Business immediately upon and together with execution of this Agreement. This fee shall be credited to the commissions owing to Meridian for the sale of this Business (if any).

3 Listing: The Vendor hereby gives Meridian sole and exclusive authority to offer the Business for sale or exchange, shares and/or assets at the offering price of DOLLARS ($ ), or at such other price or terms which The Vendor may accept. Meridian is hereby authorized to distribute this listing through all broker members. All broker members may act as Meridian’s co-operating broker. Meridian shall also have the right, during the Term of this Agreement, to employ, engage or otherwise deal with any other real estate or business broker who may also act as a co-operating broker. The Vendor agrees that Meridian will not be liable or accountable in any manner whatsoever for any acts or omissions of any such co-operating broker. The Vendor acknowledges and agrees that Meridian may represent a Purchaser in dual agency and the Vendor hereby consents to any such dual agency and waives any conflict of interest or duty of confidentiality, provided such dual agency is disclosed in writing to both the Vendor and the Purchaser.

4 Commission: The Vendor agrees to pay, and irrevocably authorizes and directs its lawyer to pay Meridian, a commission of Five Percent (5%), Minimum Twenty Five Thousand Dollars ($25,000.00) plus applicable Federal Goods and Service Tax on such commission, of the total aggregate consideration paid for the Business on closing of:

(a) Any sale or exchange or option agreement effected during the currency of this Agreement from any source whatsoever, or

(b) On any sale, or exchange, or option agreement effected within twelve months after the expiry of this contract with any party to whom Meridian or Meridian representatives or co-operating brokers have introduced to the Business during the Term of this Agreement.

The Vendor acknowledges and agrees that “party” in this paragraph includes the purchaser’s nominees, or any principals, partnerships, joint ventures, corporations, affiliates or associates for whom it is a nominee or to whom it is directly or indirectly related and includes all officers, directors, shareholders, employees, suppliers, customers and consultants of or to the Business.

The Vendor shall pay Meridian, on demand, any deficiency in commission and taxes on such commission owing to Meridian should amounts paid to Meridian from the deposit and by the Vendor’s lawyer not be sufficient.

The Vendor confirms that all commission will be paid in full on closing on or out of the sale proceeds, and that the commission shall be calculated and paid on the sale price (shares or assets) including any consulting fees or earnouts to be paid following closing and any debts or liabilities assumed. In the event any of the sale proceeds are contingent in nature or dependent on post-closing performance, the commission on that portion of the sale price which is contingent uncertain shall be paid as and when the it can be calculated with certainty, irrespective of when the Vendor actually gets paid. In addition, if any consideration is paid in property other than money, the Vendor confirms that the commission will be calculated and paid to Meridian in the money equivalent value on that property as of closing of the transaction, and that Meridian shall not be required or obligated to take payment of commission in any property other than certified Canadian funds.

The Vendor also agrees to pay commission if a firm agreement of purchase and sale accepted by the Vendor is not completed if such non-completion is owing or attributable to the Vendor’s default or neglect, in which case, the commission shall be payable on the date set for completion of the sale of the Business.

In the event a buyer forfeits his deposit, half of the deposit will be paid to Meridian for its efforts.

In case of sale or exchange being effected by a co-operating broker, Meridian shall negotiate and pay all the co-operating brokers’ commission, and the Vendor confirms that Meridian hereby indemnifies the Vendor and saves the Vendor harmless in that regard.

5 Vendor Confirmations: The Vendor represents, warrants, acknowledges and agrees with Meridian that:

(a) The Vendor is the legal owner of the Business and/or has the right to enter into this Listing Agreement and/or has the authority to offer the Business for sale or exchange.

(b) This Agreement will be binding upon the Business, and the Vendor agrees to require the Business to fully co-operation with Meridian in all matters related to or arising out of this Agreement.

(c) During the Term of this Agreement, all inquiries from any source whatsoever shall be referred to Meridian, and all offers submitted to the Vendor or the Business shall be brought to Meridian’s attention so that Meridian may comment on and negotiate same.

(d) The Vendor will provide Meridian, at the Vendor’s expense, with true and valid Business data, information and documentation that Meridian may need to promote the sale of the Business.

(e) The Vendor will, at the Vendor’s expense, cause the Vendor’s accountant to provide additional financial information for Meridian that Meridian may reasonably need to promote the sale of the Business including but not limited to “normalized” profit and loss and balance sheet statements.

(f) The Vendor will co-operate with a business valuator retained by Meridian to provide a preliminary valuation report on the Business, should Meridian request one; provided that the cost of such valuation report shall be paid by Meridian out of the retainer referred to in paragraph 2 unless the Vendor otherwise agrees in advance in writing.

(g) The Vendor will allow Meridian to show prospective purchasers over the premises during reasonable hours.

(h) Any deposit in respect of any agreement shall first be applied to reduce the commission payable.

(i) All legal documents other than a letter of intent are to be prepared by the parties’ lawyers at their expense. The Vendor’s and Business’s legal fees are not included in the commission or any other sums payable under this Agreement.

(j) The Vendor has read and clearly understands this Agreement, and acknowledges having received a copy on this date.

6 Confidentiality: Meridian agrees to preserve and maintain the confidentiality of all Vendor and Business confidential business information, including the fact that the Business is or might be for sale, except as pre-approved by the Vendor or pursuant to the agreed marketing program for the sale of the Business, and except for information which (a) is or becomes in the public domain through no fault of Meridian, (b) is or becomes generally known in the Vendor’s or Business’s industry through not fault of Meridian. Meridian will obtain confidentiality agreements from prospective purchasers prior to making any material disclosure.

Dated ________________                     ________________________________________________

Meridian Corporation

Per:

_________________________________
Emil Zendek, President