Share Valuation Method

Method 1

The Company will provide to employee investors at the end of each fiscal quarter a list of all Share Transactions during that quarter. A Share Transaction is defined as a block of shares purchased for consideration of $XX or more by a third party acting at arm's length to the Company.

The share value will be determined at the end of each fiscal quarter. Prior to the Plan inception date, the Plan will adopt the following revised share formula referencing financial information of the Company or its trading value on a public stock exchange or based on an opinion from an independent qualified person:

Value ($) per share = (Multiplier x Revenue) / Common Shares

Multiplier = Determined by Valuation Committee
Revenue = Annual gross
Common Shares = Issued and outstanding

Method 2

The value of an ESOP Share on any particular Valuation Date will be calculated using the following formula:

Value ($) per share = (Book Value – Dividends) / Common Shares

Book Value = Consolidated
Dividends = Declared or paid
Common Shares = Issued and outstanding

The value of an ESOP share will be determined once each year as of XX and will be provided to Employee Shareholders within XX days. Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.

Method 3

The value of an ESOP Share on any particular Valuation Date is based on the earnings of the Company and its subsidiaries in the preceding X years plus additional share capital raised I the preceding fiscal year. The earning is based on the “maintainable” earnings of the Company. The Share Value is computed as follows:

Value ($) per share = (Multiplier x Annual Earnings + Share Capital) / Common Shares

Multiplier = Determined by Valuation Committee
Annual Earnings = Average adjusted after tax annual earnings of past X years
Share Capital = New share capital raised in preceding fiscal year
Common Shares = Issued and outstanding

The value of an ESOP share will be determined once each year. Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.

Method 4

The Purchase Price for each ESOP Share will be that amount calculated in accordance with the following formula for the last completed fiscal year:

Value ($) per share = {Multiplier x [(Multiplier x Retained Earnings) + (Multiplier x Annual Earnings)] + Capital Stock + Surplus} / Capital

Multiplier = Determined by Valuation Committee
Annual Earnings = Average adjusted after tax annual earnings of past X years
Surplus = Contributed
Capital = Total of the Company

The number of shares in the capital of the Company will be determined on a fully diluted basis, including, without limitation, all Options earned as at the end of the last completed fiscal year.

Method 5

The value of an ESOP Share on any particular Valuation Date will be calculated using the following formula:

Value ($) per share = Adjusted Shareholder’s Equity / Common Shares

Adjusted Shareholder’s Equity = Shareholder’s equity per F/S + Difference between cost and fair market value of capital assets + Goodwill - Dividends declared or paid

• Goodwill = Adjusted After-tax Annual Earnings x Multiplier
• Adjusted After-tax Annual Earnings = Pre-tax earnings per F/S + Bonuses paid + Unusual losses/(gains) on disposal of capital assets + Unusual non-recurring expenses/(revenues) +Difference between implicit interest rate and market interest rate on loans from related companies - Deferred income taxes

Common Shares = Issued and outstanding

The value of an ESOP share will be determined once each year. Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.