Appendix B

THIS IS EXHIBIT TO ThEAFFIDAVIT SToT

SWORN BEFORE ME

CoNsuLTING SERVICES AGREEMENT

BETWEEN

PIN CONSULTING GaOUP INC

(The Corporation)

AND

THE ONTARIO PROVINCIAL POLICE ASSOCIATION(The Association or Client)

WHEREAS the parties have agreed that the Corporation will provide consulting services to the Client onthe terms as set out in this Consulting Services Agreement (hereinafter the Agreement);NOW THEREFORE THE CORPORATION AND THE CLIENT AGREE UNDER SEAL AS FOLLOWS:

1. PERFORMANCE

The Corporation shall furnish to the Client its services as specified herein. The Corporation shallperform such services at all times in a professional manner in accordance with the custom of thetrade and in full compliance with the statutes, laws, ordinances and regulations governing theCorporation.

2. THE SERVICES

The Services to be provided by the Corporation are as follows:

a. The Corporation will assist with research, negotiation and concluding beneficialopportunities for the purpose of enhancing Association membership, more specificallybut not limited to:

i. Real Estate Investments;ii. Commercial Investments;

iii. Vacation Property opportunities;iv. Travel benefits through various travel agencies by securing exclusive rates for

members and their famIlies; andv. Any other such opportunities that the Corporation is able to procure as a

deliverable service under this Agreement, and directed by the client.

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b. The Corporation will provide reports on an ongoing basis and not less than once everysix months to the Association as to the performance of the Services under thisAgreement.

c. The delivery of Services by the Corporation will be initiated by the Client providing asigned Authorization and Acknowledgement to the Corporation. Upon receipt of theAuthorization and Acknowledgement, the Corporation shall have sole direction anddiscretion over the work covered by this Agreement and shall be responsible for themanner in which the work is done, for the method employed in doing the same and forall acts and things done in performance of the Corporations obligations.

d. Notwithstanding anything contained in this Agreement, the Corporation is notresponsible for ensuring that the Associations members are individually or collectivelymade aware of the specific benefits secured by the performance of the services. Suchresponsibility remains solely with the Association as part of its obligations to itsmembers.

e. The Corporation is further indemnified from providing any warranty regarding theprovision, delivery, quality or any other such attribution or guarantee of a third-partysperformance resulting from the Association and its members pursuing any investmentsor services resulting from the Corporations performance of the Services.

1. In the event of any disputes or legal proceedings with a third party where theAssociation or its members have relied upon Corporations performance under thisAgreement to secure an opportunity, the Association or its members absolves theCorporation of any legal or financial liabilities arising as a result. Any remedy in law orequity is to be sought directly from the third party.

3. INDEPENDENT CONTRACTOR

Nothing contained in this Agreement and the relationship created between the parties herebyshall, directly or indirectly, constitute the Corporation as agent or servant of the Client andfurther, nothing herein shall operate or be construed to relieve the Corporation of any duties orobligations imposed upon it as an independent contractor.

4. TERM 0T AGREEMENT

a. This Agreement shall be effectivelLotwithstandtng the foregoing, the parties my elect to renew this Agreement for

a further period upon mutually agreeable terms. Notice of renewal of this Agreementshall be given six months prior to the expiration of the term.

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Consulting Services Agreement - OPPA PIN Consulting Group Inc

b. Either party may terminate this agreement, without cause, upon Ninety (90) dayswritten notice to the other party. Any partial Fee due shalt bedetermined by pro-rating the appropriate fee.

5. FEES FOR SERVICES

a. The Client shalt pay the Corporation for the Services a fee of CAD $ 5000.00 per month.

b. The Corporation shall invoice the Client on a monthly basis at the end of each month. Allapplicable Harmonized Sates Tax shall be in addition to the fee for services.

6. EXPENSES

In addition to the agreed payment for the Corporations fees, the Client shall reimburse theCorporation for all expenses incurred during the performance of the Corporations services asfollows:

a. Mileage for travel outside the Greater Toronto Area at the rate of CAD $ 0.601km;b. Accommodation/meals for out of town travel;c. Airfare where driving is not practicable;d. Any other incidental costs associated with the performance of this Agreement.

7. LEVIES

The Corporation shall be responsible to withhold arid remit any deductions for taxes, levies orcontributions imposed by any authority in respect of both the remuneration paid under thisAgreement and the work incidental thereto.

8. CONFIDENTIAL INFORMATION

a. Except as may be necessary in the provision of Services under this Agreement, theCorporation shall not, at any time or in any manner, make or cause to be made anycopies, pictures, duplicates, facsimiles or other reproduction or recordings of any type,or any abstracts or summaries of any reports, studies, memoranda, correspondence,manuals, records, plans or other written, printed or otherwise recorded material of theClient.

The Corporation shall have no interest in any of this material and agrees to surrender g/Lof this material, including any other material the Corporation may have collected onbehalf of the Client or a Member of the Association, to the Client or memberimmediately upon the termination of this Agreement or at any time prior to thetermination upon the request of the Client.

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Consulting Services Agreement - OPPA PIN Consulting Group Inc

b. The Corporation shall not at any time (except under legal process) divulge to any personany matters relating to the affairs of the Client.

9. NO ASSIGNMENT

The Corporation acknowledges and agrees that this Agreement may not be assigned by theCorporation, in whole or in part, to any other person, corporation, business, partnership or soleproprietorship without the prior written consent of the Client.

10. TERMINATION

a. Notwithstanding anything in this Agreement, the Corporation may, by giving notice inwriting to the Association of not less than ninety days, terminate this Agreement on anydate and for any reason whatsoever. Upon such notice being given, the Corporationshall cease work on the effective date of the notice of termination, which shall coincidewith the last day of the billable month, unless otherwise stipulated. In the event that theeffective termination occurs prior to the end of a billing cycle, the Corporation shallreimburse the Association on a pro rata basis any fee paid for the remainder of thebilling cycle.

b. The Client may terminate this Agreement without notice or payment in lieu thereof forcause. Any monies remaining in the contract after the terminaton date shall not bepayable to the Corporation. For the purpose of this Agreement, for cause shallinclude, without limitation:

i. Any material breach of the provisions of this Agreement;ii. Participation in criminal activity by the Corporation or any of its directors,

officers or employees;iii. Engaging with intent any activity that generates a conflict of interest between

the Corporation and the Association with regard to the provision of Servicesunder this Agreement;

iv. Disclosure of proprietary and/or confidential information without prior writtenauthorization by the Association to an unauthorized individual not party to thisAgreement, with the sole exception being legal process for which theCorporation shall make all reasonable legal efforts to notify the Association ofprior to disclosure; and

v. Unauthorized use of the Clients property.

11. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and supersedes all oral orwritten representations or agreements and shall not be modified except by written agreement

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signed by the parties hereto and stating the parties intention by such instrument to amend thisAgreement.

12. AMENDMENTS IN WRITING

Except as expressly provided in this Agreement, no amendment, supplement, restatement ortermination of any provision of this Agreement is binding unless it is in writing and signed byeach person that is a party to this Agreement at the time of the amendment, supplement,restatement or termination.

IN WITNESS WHEREOF the parties have executed this Agreement this

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day of12t)fj fT 2014.

SIGNED

In the presence of

_____________________

-___________________________

Witness: Natasha VIeira

Mckay, ON BEHALF OF PIN CONSULTING GROUP INC

Witness:______________________________________________________________

ON 8EHALF OF THE ONTARIO PROVINCIAL POLICE ASSOCIATiON

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