Set-Off Agreement

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of 1st
Party] ("Party 1") of [Address of Party 1] and [Name of 2nd Party] ("Party 2") of [Address of
Party 2].

WHEREAS:

(A) Pursuant to a [Agreement creating Indebtedness owing by Party 1 to Party 2 (ie. Share
Purchase Agreement dated April 12, 2002 between Party 1 as Buyer and Party 2 as
Seller)] Party 1 became indebted to Party 2 in the original amount of [Original
Indebtedness of Party 1 to Party 2] (the "Party 1 Indebtedness");

(B) As of the date hereof, the aggregate amount of the Party 1 Indebtedness is [Aggregate
Amount of Party 1 Indebtedness as of the Date of this Agreement (ie. $25,000.00)];

(C) Pursuant to a [Agreement creating Indebtedness owing by Party 2 to Party 1 (ie.

Promissory Note from Party 2 to Party 1 in the amount of [______________] dated May
18, 2002)] Party 2 became indebted to Party 1 in the original amount of [Original
Indebtedness of Party 2 to Party 1] (the "Party 2 Indebtedness");

(D) As of the date hereof, the aggregate amount of the Party 2 Indebtedness is [Aggregate
Amount of Party 2 Indebtedness as of the Date of this Agreement (ie. $18,000.00)];

(E) The parties hereto wish to set-off the full amount of the Party 1 Indebtedness against the
Party 2 Indebtedness, to the fullest extent possible;

NOW THEREFORE in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1. The parties acknowledge and agree that the recitals above are true and correct in all
material respects.

2. The parties hereby set-off the full amount of the Party 1 Indebtedness against the Party 2
Indebtedness, to the fullest extent possible.
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3. The difference of [Difference between Party 1 Indebtedness and Party 2 Indebtednes (ie.
$7,000)] shall be paid by Party 1 to Party 2 by cash or certified check concurrently with
the execution of this Agreement.

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

Witness [NAME OF PARTY 1]

Witness [NAME OF PARTY 2]