The Company is engaged in the business of the design, production, marketing and distribution of fashion apparel; and

The Company and the Executive have agreed to enter into an employment relationship for their mutual benefit.

DEFINITIONS

Definitions. For the purposes of this Agreement, the following terms shall have the following meanings, respectively:

“Agreement” means this Agreement and all schedules and amendments hereto;

“Board” means the Board of Directors of the Company;

“Change of Control Event” means the occurrence of any one of the events set out in sections 1.1.(c)(i) to 1.1(c)(iv) below:

there is a report filed with any securities commission or securities regulatory authority in Canada, disclosing that any offeror (as the term “offeror” is defined in Section 1.1 of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids), other than the Executive or persons acting jointly or in concert with the Executive, has acquired beneficial ownership of, or the power to exercise control or direction over, or securities convertible into, any shares of capital stock of any class of the Company carrying voting rights under all circumstances (the “VotingShares”), that, together with the offeror’s securities would constitute Voting Shares of the Company representing more than 50% of the total voting power attached to all Voting Shares of the Company then outstanding,

there is consummated any amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company: (1) in which the Company is not the continuing or surviving corporation, or (2) pursuant to which any Voting Shares of the Company would be reclassified, changed or converted into or exchanged for cash, securities or other property, other than (in each case) an amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction involving the Company in which the holders of the Voting Shares of the Company immediately prior to such amalgamation, consolidation, statutory arrangement, merger, business combination or other similar transaction have, directly or indirectly, more than 50% of the Voting Shares of the continuing or surviving corporation immediately after such transaction,

any person or group of persons shall succeed in having a sufficient number of its nominees elected as directors of the Company such that such nominees, when added to any existing directors of the Company, will constitute a majority of the directors of the Company, or

there is consummated a sale, transfer or disposition by the Company of all or substantially all of the assets of the Company.

“Common Shares” means shares in the common stock of the Company;

“Confidential Information” means information, whether or not originated by the Executive, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

the Company’s information relating to strategies, research, communications, business plans, and financial data of the Company and any information of the Company which is not readily publicly available,

work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith,

any intellectual property contributed to the Company, and any other technical and business information of the Company, its subsidiaries and affiliates which is of a confidential, trade secret and/or proprietary character,

internal Company personnel and financial information, supplier names and other supplier information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business,

Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed, and

All information that becomes known to the Executive as a result of this Agreement or the services performed hereunder that the Executive, acting reasonably, believes is confidential information or that the Company takes measures to protect;

the general skills and experience gained by the Executive during the Executive’s employment with the Company that the Executive could reasonably have been expected to acquire in similar retainers or engagements with other companies,

information publicly known without breach of this Agreement or similar agreements,

information, the disclosure of which by the Executive is required to be made by any law, regulation or governmental authority or legal process of discovery (to the extent of the requirement), provided that before disclosure is made, notice of the requirement is provided to the Company, and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity to dispute the requirement, or

information known to the Executive at the date of this Agreement;

“Date of Termination” means the date of termination of this Agreement;

“Developments” means all discoveries, inventions, designs, works of authorship, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:

result or derive from the Executive’s employment or from the Executive’s knowledge or use of Confidential Information,

are conceived or made by the Executive (individually or in collaboration with others) during the term of the Executive’s employment by the Company,

result from or derive from the use or application of the resources of the Company or its affiliates, or

relate to the business operations of the Company or to actual or demonstrably anticipated research and development by the Company or its affiliates;

“Directors” means the members of the Board, and “Director” means any one of them;

“Effective Date” means the date of this Agreement as shown on the first page hereof; and

“Just Cause” includes, but is not limited to:

the Executive’s failure to properly discharge lawful duties, or any material breach or non-observance by the Executive of any material provision of this Agreement;

the Executive’s conviction for any crime respecting the property of the Company, or which calls into question the Executive’s personal honesty;

any breach by the Executive of obligations under the Company’s code of conduct or any policies or procedures adopted by the Company from time to time, and disseminated to employees in accordance with the Company’s normal practice, provided that such conduct would amount to just cause as a matter of common law;

any breach by the Executive of the fiduciary duties normally owed by a Chief Financial Officer of a Company including the duty to avoid conflicts of interest, and to act honestly and in good faith with a view to the best interests of the Company;

any other material breach of this Agreement by the Executive; or

just cause as that term is defined by the common law applicable in British Columbia.

TERMS AND CONDITIONS OF EMPLOYMENT

Employment. The Company and the Executive agree that, as of the Effective Date, the Company shall employ the Executive on the terms and conditions set out in this Agreement. Each of the parties to this Agreement agree that this Agreement is a continuation of the Company’s employment of the Executive. The Executive shall perform such duties as are regularly and customarily performed by the Chief Financial Officer, Treasurer and Secretary of a corporation, and any other duties consistent with the Executive’s position in the Company. The Executive agrees that, in addition to holding the roles of Chief Financial Officer, Secretary and Treasurer of the Company, the Executive shall:

perform other related positions or duties of senior capacity as the Board may from time to time reasonably require; and

always act in accordance with any reasonable decision of and obey and carry out all lawful and reasonable orders given to him by the Board.

Reporting. The Executive shall:

report to the Board and take direction from the Board by resolution, and in the absence of, or pending a resolution of the Board on any matter, take direction from the Chief Executive Officer;

attend all meetings of the Board, make a CFO’s Report at each meeting and have the authority to raise any matter which in his view is of such significance as warrants discussion by the Board;

at meetings of the Board, have the authority to propose any resolution for consideration by the Board, provided that he shall remove himself from that portion of any meeting of the Board during which the terms and conditions of his employment, his evaluation or such like matters as reasonably determined by the Board; and

ensure that all contracts and similar arrangements of the Company shall be approved and signed in accordance with the signing authorities authorized by the Board from time to time.

Term. This Agreement shall commence on the Effective Date and continue indefinitely, subject to termination as described in this Agreement.

Location. The Executive’s employment shall be based in the Company’s offices in #2 34346 Manufacturers Way, Abbotsford, BC V2S 7M1. The Executive understands that he may be required to travel regularly in order to fulfill his duties under this Agreement.

COMPENSATION

Compensation. The Company shall pay the Executive the sum of $65,000 per annum effective upon execution of this agreement (the “Salary”). The Salary shall be reviewed on each anniversary of this Agreement by the Company’s Compensation Committee, or, if a Compensation Committee has not been assembled, by the Board. The review shall be undertaken by assessing the Executive’s performance during the year and by having regard to market rates of remuneration paid in Canada and the United States for similar duties and responsibilities.

EMPLOYEE BENEFITS AND EXPENSES

Employee Benefits.The Executive shall, to the extent eligible, be entitled to participate in all of the Company’s employee benefit plans including, without limitation, life insurance, long term and short term disability insurance, medical/hospital and extended health care benefits (the “Employee Benefits”) provided by the Company to its senior officers in accordance with the terms thereof as they may be in effect from time to time. Should the Company not provide such plans at any time, the Company shall reimburse the Executive for the reasonable cost of any such plans obtained privately.

the Executive shall cease to participate in the Employee Benefits and shall not be entitled to any further benefits thereunder; and

the Executive shall be solely responsible for obtaining personal benefit plans to replace any or all Employee Benefits, including, without limitation, medical/hospital and extended health care benefits.

Equity Compensation.

The Executive may be remunerated using forms of equity. This will be reviewed annually one month before the anniversary of this agreement by the Board or at an earlier date by written request of the Executive.

Upon execution of this Agreement, the Company agrees to grant the Executive an aggregate of 700,000 stock options (the “Options”) under the Company’s 2012 Stock Option Plan, each of which will be exercisable into one share of common stock of the Company at a price of US$0.25 per share for a period of ten years. 350,000 of the Options will vest on the first anniversary of the date of grant and 350,000 will vest on the second anniversary of the date of grant.

Bonuses. The Executive is eligible for a bonus equivalent to 2% of gross sales before commissions (determined in accordance with generally accepted accounting principles in the United States) for the most recently completed fiscal year, as set out in the Company’s audited annual consolidated financial statements for the most recently completed fiscal year. The amount of the bonus will be reviewed annually by the Board one month before the anniversary of this Agreement or at an earlier date by written request of the Executive. Any bonuses will be due and payable immediately upon completion of the Company’s audited annual consolidated financial statements for the most recently completed fiscal year.

CONFIDENTIAL INFORMATION AND DEVELOPMENTS

Confidential Information.

All Confidential Information, whether developed by the Executive any time while he was employed by the Company, or by others employed or engaged by or associated with the Company or its affiliates or clients, is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and shall at all times be regarded, treated and protected as such, as provided in this Agreement.

As a consequence of the acquisition of Confidential Information or arising from his position as an executive officer of the Company, the Executive shall occupy a position of trust and confidence with respect to the affairs and business of the Company and its affiliates and clients. In view of the foregoing, it is reasonable and necessary for the Executive to make the following covenants regarding the Executive’s conduct during and subsequent to the Executive’s employment by the Company.

at all times during and subsequent to the Executive’s employment with the Company, the Executive shall not disclose Confidential Information to any person (other than as necessary in carrying out the Executive’s duties on behalf of the Company) without first obtaining the Company’s consent, and the Executive shall take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information.

At all times during and subsequent to the Executive’s employment with the Company, the Executive shall not use, copy, transfer or destroy any Confidential Information (other than as necessary in carrying out the Executive’s duties on behalf of the Company) without first obtaining the Company’s consent and the Executive shall take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information.

Within two (2) business days after the termination of the Executive’s employment for any reason, the Executive shall promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Executive’s possession or under the Executive’s control.

Intellectual Property.

All Developments shall be the exclusive property of the Company and the Company shall have sole discretion to deal with Developments. The Executive agrees that no intellectual property rights in the Developments are or shall be retained by him. For greater certainty, all work done during the term of employment by the Executive for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright shall vest in the Company or the relevant affiliate, as the case may be. In consideration of the benefits to be received by the Executive under the terms of this Agreement, the Executive hereby irrevocably sells, assigns and transfers and agrees in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright, industrial design, circuit topography and trademarks, and any goodwill associated therewith in Canada and worldwide to the Company and the Executive shall hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company.

The Executive shall do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Executive’s cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Executive’s employment, the Executive shall provide that cooperation so long as the Company pays to the Executive reasonable compensation for the Executive’s time at a rate to be agreed between the Executive and the Company.

Non-Competition. The Executive hereby covenants and agrees to and with the Company that he shall not either directly or indirectly as principal, agent, owner, partner, shareholder, director, officer or otherwise, own, operate, be engaged in the operation of or have any financial interest in any business operation whether a proprietorship, partnership, joint venture or private company, or otherwise carry on or be engaged in the undergarment business within North America for a period of one year following the voluntary termination from the Company if the new venture would be in conflict or direct competition or with the Company. Nothing contained herein shall restrict the Executive from conducting such business or other operations as the Executive sees fit in North America after the expiration of this Agreement and any extensions thereof, or if the Executive’s employment is terminated by the Company, unless for Just Cause.

Obligations Continue. Except where Section 5.5 applies, the Executive’s obligations under each of Sections 5.1, 5.2, and 5.3 are to remain in effect in accordance with each of their terms and shall exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or the Executive’s wrongful dismissal by the Company.

TERMINATION

Termination for Just Cause. The Company may terminate the Executive’s employment for Just Cause at any time by delivering to the Executive written notice of termination. In the event that the Executive’s employment with the Company is terminated by the Company for Just Cause, the Executive shall not be entitled to any additional payments or benefits hereunder, other than for amounts due and owing to the Executive by the Company as at the Date of Termination.

the Company shall promptly pay and provide the Executive (or in the event of the Executive’s death, the Executive’s estate);

any unpaid Salary and any outstanding and accrued regular and special vacation pay through the Date of Termination;

reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and

proceeds from any insurance policies as provided by the Company to the Executive.

If, within 120 days of the occurrence of a Change of Control Event, the Executive resigns from the Company or the Company terminates this Agreement for any reason other than for Just Cause, then the Company shall pay the Executive severance in an amount equal to the following twelve (12) month’s Salary from the termination date, and any stock options granted to the Executive which have not vested shall vest immediately and all stock options belonging to the Executive shall be immediately exercisable

The Company may terminate the Executive’s employment at any time for other than Just Cause by delivering to the Executive written notice of termination. If the Executive’s employment with the Company is terminated pursuant to this Section 6.4(b), then the Company shall pay the Executive severance in an amount equal to the following twelve (12) month’s Salary from the termination date, and any stock options granted to the Executive which have not vested shall vest immediately and all stock options belonging to the Executive shall be immediately exercisable.

The severance amount calculated pursuant to Sections 6.4(a) or 6.4(b) shall be subject to statutory deductions and shall be payable in a lump sum.

GENERAL

Indemnifications. The Company shall provide to the Executive, and the Executive shall provide to the Company, the indemnities provided for in Schedule “A” attached hereto.

in the case of the Company:

Search by Headlines.com Corp.
2-34346 Manufacturers Way
Abbotsford, BC V2S 7M1
Attention: Joel Primus
Facsimile: 1 (877) 366-4767