EMPLOYMENT AGREEMENT

THIS AGREEMENT effective as of September 1, 2004 (the Effective Date) between HEALTHTRAC, INC., a company incorporated pursuant to the laws of Canada, having its principal place of business at 1300 Island Drive, Suite 105, Redwood City, California 94065 (the Company) and EDWARD SHARPLESS, an individual (herein called Executive).

RECITALS

A.            The Company desires to retain the services of the Executive as Chief Executive and President of the Company.

B.                 The Company further desires to retain the services of the Executive as President, Chief Executive Officer and Chairman of the Board of Directors of the Companys, wholly owned subsidiary Healthtrac Corporation, a company incorporated pursuant to the laws of Nevada, having its principal place of business at 1300 Island Drive, Suite 105, Redwood City, CA 94065

C.            Executive, in accordance with the terms and conditions stated herein, is willing to be employed by the Company in the foregoing capacities.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties to this Agreement (hereinafter collectively, parties and individually, a party) agree as follows:

1.     DUTIES AND PERFORMANCE

1.1.          Duties and Authority. The Executive shall report directly to the board of directors of the Company (the Board) and shall have all of the authority and responsibilities customarily afforded the Chief Executive and President of comparable companies, including, but not limited to: responsibility for all day-to-day activities of the Company and its subsidiaries; supervision of all other officers and employees of the Company and its subsidiaries; determination of hiring and firing Company employees, and the right to chair any and all committees formed for management purposes, with the corresponding rights to delegate such responsibilities as Executive deems appropriate (the Duties). Additionally, Executive shall be elected to the Board of the Company by the Board, and the Board will nominate Executive for election to the Board at each annual meeting of shareholders of the Company, so long as Executive is employed by the Company.  Further, Executive shall be elected Chairman of the Board of Directors of any subsidiaries of the Company for so long as Executive is employed by the Company.  Executive shall be permitted to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executives personal, financial and legal affairs and (ii) to serve on civic or charitable boards or committees.

1.2.          Performance. The Executive shall devote enough of his business time, energy, and skill to the affairs of the Company and its subsidiaries to faithfully, diligently and competently perform the Duties to the best of his ability.  Notwithstanding the foregoing, the Company agrees that so long as the Executive properly discharges the Duties, the Executive shall not be precluded from pursuing other business interests or holding positions in other companies which are non-competing.  The parties acknowledge that Executive shall be located in Redwood City, California or such other location in the City of San Francisco or the County of San Mateo or Santa Clara, provided that such location is the principal office of the Company  and is located within 30 miles of the current principal office of the Company.

1.3.          (a)            Indemnification and Directors and Officers Insurance.  The Company covenants that its Articles of Incorporation and By-laws currently provide, or will be amended promptly hereafter  to provide, the maximum indemnification by the Company permissible under the Canadian Business Corporation Act and the maximum indemnification by the Companys subsidiaries under the laws of each such subsidiary's applicable jurisdiction of incorporation or organization.  Such indemnification shall indemnify the Companys and such subsidiaries' officers and directors, including Executive, for acts done in the performance of their duties as officers and directors of the Company.  The Company further covenants that, notwithstanding those protections accorded in its Articles of Incorporation and By-laws, it will indemnify, defend and hold Executive harmless for acts done in the performance of his duties as an officer and director of the Company and/or of any of its subsidiaries.

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