S-1

As filed with the Securities and Exchange Commission on June 5, 2008

Registration Statement No. __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Portlogic Systems Inc.
(Exact name of registrant as specified in its charter)

NV	7372	20-2000407
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Portlogic Systems Inc. 100 King Street West, Suite 5700 Toronto, Ontario, M5X 1K7, Canada (702) 357-8674	Jueane Thiessen Portlogic Systems Inc. 100 King Street West, Suite 5700 Toronto, Ontario, M5X 1K7, Canada (702) 357-8674
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Amy M. Trombly, Esq.

Trombly Business Law

1320 Centre Street, Suite 202

Newton, MA  02459

(617) 243-0060

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 Check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer [  ] 

Accelerated filer [  ] 

Non-accelerated filer [  ] 

Smaller reporting company [X]

(do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount of Shares to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.001, to be sold by existing shareholders	18,135,237	$0.35	$6,347,333	$249.46

(1)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)  Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS

Portlogic Systems Inc.

OFFERING UP TO 18,135,237 COMMON SHARES

This prospectus relates to the sale of up to 18,135,237 shares of our common stock by selling shareholders.  As of June 5, 2008, 34,415,237 shares of common stock are issued and outstanding.  All costs associated with this registration will be borne by us.

This is our initial public offering.  The shares of our common stock are not currently traded.

____________________

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE

SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.

SEE "RISK FACTORS" BEGINNING ON PAGE 5.

____________________

You should rely only on the information provided in this prospectus or any supplement to this prospectus and information incorporated by reference. We have not authorized anyone else to provide you with different information. Neither the delivery of this prospectus nor any distribution of the shares of common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

The selling shareholders will sell at a price of $0.35 per share until our shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We intend to seek a listing on the Over-the-Counter Bulletin Board but we may not be successful.

Dealer Prospectus Delivery Obligation

Until ________________ [90 days from the date of effectiveness], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments.

Subject to Completion, the date of this Prospectus is June 5, 2008.

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TABLE OF CONTENTS
	Page
Prospectus Summary	5
Risk Factors	6
Use of Proceeds	11
Determination of Offering Price	11
Selling Security Holders	12
Plan of Distribution	16
Description of Securities Being Registered	17
Interests of Named Experts and Counsel	18
Information About the Company	18
Description of Business	18
Description of Property	25
Legal Proceedings	25
Market Price of and Dividends on Common Equity and Related Stockholder Matters	26
Financial Statements	F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations	II-1
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	II-8
Directors,  Executive Officers, Promoters and Control Persons	II-8
Executive Compensation	II-9
Security Ownership of Certain Beneficial Owners and Management	II-10
Transactions with Related Persons, Promoters and Certain Control Persons, Director Independence	II-11
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	II-13

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PROSPECTUS SUMMARY

PORTLOGIC SYSTEMS INC.

The following information is a summary of the prospectus and it does not contain all of the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the financial statements and the notes relating to the financial statements.

ABOUT US

We incorporated on June 22, 2004 as Portlogic Systems Inc. under the laws of the State of Nevada. The address of our principal executive office is 100 King St. West, Suite 5700, Toronto, Ontario, M5X 1K7, Canada. Our telephone number is (702) 357-8674. Our website address is www.portlogicsystems.com. Information contained on our website does not constitute part of this prospectus.

We are currently in the development stage of operations. Our business comprises licensing portal software products and providing custom software programming services to customers who license our products. We have developed a software product that we license to our customers to enable them to operate their own social networking portal without having any technical programming or website design skills. We are currently developing three additional portal software products which are each being designed to allow customers in other industries to operate portals. The intended customer markets for each of these products under development are professional service providers, entrepreneurs who wish to operate a skill gaming website and online content publishers.

For additional fees, we also offer to our customers optional plug-ins and website customization services to add additional functions to the basic portal product and enhance the appeal of our customers’ portals.

We have not been profitable since our inception. We derived ancillary revenue during the fiscal year ended May 31, 2007 by providing website layout and web portal design services, as well as software licensing.  Although our main web-based community portal products were still under development, beginning in September 2007, we realized some revenue for providing dating software websites. We have no significant assets or financial resources. The limited extent of our assets and revenues, our early stage of development, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. The report of our independent auditors for the fiscal year ended May 31, 2007 states that there is substantial doubt that we will be able to continue as a going concern. If we cannot obtain additional financing, we may cease to exist.

All dollar amounts in this prospectus are in U.S. dollars.

THE OFFERING

The shares being sold in this prospectus are held by shareholders.  We issued shares to these shareholders via private placements in exchange for an investment in our Company or as payment for assets or services.

SECURITIES BEING OFFERED

Up to 18,135,237 shares of common stock, par value $0.001 per share.

USE OF PROCEEDS

We will not receive any proceeds from the sale by selling shareholders of our common stock.  

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OUR COMMON STOCK

This is our initial public offering.  There is not currently a market for our common stock.  We intend to list our shares on the Over-the-Counter Bulletin Board, or OTCBB, but our stock has not been approved for trading on the OTCBB as of the date of this prospectus.  We cannot determine if an active market will develop for our common stock.  Additionally, we cannot determine or predict the price at which our common stock will initially trade. The selling shareholders will sell at a price of $0.35 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

PORTLOGIC SYSTEMS INC.
(A Development Stage Company)
SUMMARY FINANCIAL DATA
(Amounts Expressed in US Dollars)
	Period from June 1, 2007 to February 29, 2008	Year Ended May 31, 2007
Assets	$	$
Cash and Cash Equivalents	80,175	202,332
Other Current Assets	7,510	9,787
Long-term Assets	156,526	156,680
Liabilities and Stockholders’ Equity
Current Liabilities	29,303	49,483
Stockholders’ Equity
Capital Stock	34,415	34,386
Paid in capital	353,285	343,314
Deficit accumulated during development stage	(172,792)	(58,384)
Revenue	26,263	-
Leasing and consulting fees earned	6,250	16,750
Cost of goods sold	(20,400)	-
Selling and administrative expense	(123,935)	(54,515)
Amortization	(2,586)	(1,540)
Net Loss for the Period	(114,408)	(39,305)

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information included in this prospectus. If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected and you may lose some or all of your investment.

RISKS RELATING TO OUR COMPANY

The independent accountant’s opinion on the financial statements for the fiscal years ended May 31, 2006 and May 31, 2007, and for the period from inception, June 22, 2004, to May 31, 2007, includes an explanatory paragraph about our ability to continue as a going concern

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and, if we cannot obtain additional financing, we may have to curtail operations and may ultimately cease to exist.

Our audited financial statements for the periods from June 22, 2004 to May 31, 2007 reflect a cumulative net loss of $58,384. These conditions raise substantial doubt about our ability to continue as a going concern. However, our financial statements do not include any adjustments that might result if we are unable to continue our business. The independent auditor's report for the year ended May 31, 2007 includes an explanatory paragraph to the audit opinion stating that we have a working capital deficiency, an accumulated deficit and operating cash flow deficit that raise substantial doubt about our ability to continue as a going concern. Our continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. If we do not acquire sufficient additional funding or alternative sources of capital to meet our working capital, we may have to substantially curtail our operations and business plan. To meet our future obligations, from time to time, we intend to issue debt or shares of our common stock or other equity instruments such as warrants.

We have a limited operating history and may never achieve or sustain profitable operations.

We have a short operating history and have not been profitable since our incorporation in June 2004. Since inception and to date, we derived ancillary revenue during the fiscal year ended May 31, 2007 by providing website layout and web portal design services, as well as software licensing.  Although our main web-based community portal products are still being developed, we realized some revenues, starting mostly in September 2007, for providing dating software websites. Even if we obtain future revenues sufficient to expand operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, our early stage of development, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. We have no significant assets or financial resources. Our lack of operating history makes it very difficult for you to make an inve stment decision. We may never become profitable. You may lose your entire investment.

We depend on our officers and directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.

We rely on our officers and directors to perform many of our business activities. Currently, our Chief Technology Officer, Edvard Halupa personally oversees our programming and technology needs, and liaises with external contractors who provide additional programming and consulting services.  Our President, Secretary, and Treasurer, Jueane Thiessen, personally performs most of our accounting and financial management functions. Both Mr. Halupa and Ms. Thiessen are involved in carrying out our sales activities. Our present management structure, although adequate for the early stage of our operations, will likely have to be significantly augmented as our operations expand. Our future success will depend in part on the services of our key personnel and, additionally, on our ability to identify, hire and retain additional qualified personnel. There is intense competition for qualified management, marketing, accounting, and sales personnel in our main area of business: web-based community portals, also known as Web 2.0 software. We may not be able to continue to attract and retain the personnel needed to operate and develop our business. Because we rely on our officers and directors to perform our sales, accounting, and financial management activities, failure to attract and retain key personnel could have a material adverse effect on us.

We have limited cash that we anticipate will be sufficient to fund our plan of operations for only six more months and if we are unable to raise additional capital, our business may fail and you may lose your entire investment.

We have limited capital reserves to finance expansion or to protect us from a downturn in business. As of our last unaudited interim review, at February 29, 2008, we had $80,175 in cash. We currently

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do not have sufficient cash to fund operations beyond the next six months. If we generate no additional cash revenues during the next 12 months, we will need to raise approximately $116,825 in additional funds to fully fund 12 months of operations. Additional financing may come in the form of securities offerings, from bank financing, or from revenues generated by new business. If additional shares are issued to raise capital, our existing shareholders will suffer a dilution of their stock ownership. In the event that we are unable to raise additional capital, our business may fail and you may lose your entire investment.

Our President, Secretary, and Treasurer, Jueane Thiessen, and our Chief Technology Officer, Edvard Halupa, also serve as directors. These interrelationships may create conflicts of interest that might be detrimental to us.

There are various interrelationships between our officers and directors that may create conflicts of interest that might be detrimental to us. One of our directors, Jueane Thiessen, is our President, Secretary, and Treasurer. Edvard Halupa, also our director, is our Chief Technology Officer. Our Board of Directors, which appoints our officers, currently consists of two persons, Mr. Halupa and Ms. Thiessen. Together, Mr. Halupa and Ms. Thiessen control all of the voting power of the Board of Directors. Because Mr. Halupa and Ms. Thiessen are both directors and officers, there exists a potential conflict of interest regarding the decision to remove our officers or appoint new officers.

We may be subject to foreign currency fluctuation and such fluctuation may adversely affect our financial position and results.

We are currently located in Canada and pay most of our expenses in United States dollars. However, our target market is global. We may enter into contracts that require customers to pay us in currencies other than United States dollars. Therefore, our potential operations make us subject to foreign currency fluctuation. We do not make investments that offset the risk of adverse foreign currency fluctuations and we may suffer increased expenses and overall losses as a result.

We do not own patents on our products and, if other companies copy our products, our revenues may decline which may result in a decrease in our stock price.

We do not own patents on our products we have developed and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate our products and could compete against us, which would adversely affect our revenues.

We do not carry any insurance and we may be subject to significant lawsuits which could substantially increase our expenses.

We do not carry any insurance. There are a number of occurrences that could adversely affect our financial condition. These include damage to our assets, financial records, or other property by fire or water, as well as any successful lawsuits against us involving recovery of damages arising out of our contractual, legal, or other duties. Should such an uninsured loss occur, our costs may substantially increase which would lower our overall profitability, if any.

Amendments to telecommunications regulations could have a material adverse effect on our business by increasing the cost of our operations or the costs that customers must incur to use our products and services.

We use telecommunications services to deliver our online software licensing and programming services to customers. In addition, our customers typically require telecommunications systems to use our products and services. The telecommunications industry is subject to regulatory control. Any amendments to current regulations in any jurisdiction where we operate or where our customers conduct business could have a material adverse effect on our business, results of operations, and prospects. If amendments to regulations increase the cost of using telecommunications services, our operating expenses may increase. Additionally, if regulatory

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amendments increase the cost that our customers must incur to use our services, we may experience difficulty attracting new customers or retaining existing customers.

Equipment loss or malfunctions and telecommunication service interruptions or delays may adversely affect our ability to provide our products and services.

Our business is highly dependent on our computer and telecommunications equipment and software systems for the operation and quality of our services. The temporary or permanent loss of all or a portion of these systems, including as a result of physical damage or operating malfunction, or significant replacement delays, could have a materially adverse effect on our business, financial condition, and results of operations. Any interruptions, delays or capacity problems experienced on the Internet or with telephone services could adversely affect our ability to provide our products and services.

Substantially all of our revenue has been derived from short-term contract engagements with ancillary revenue customers. If these customers do not enter into additional contracts with us, you may lose your entire investment because we may be unable to obtain new revenues that generate sufficient cash to meet our obligations.

Since our inception and to date, we have derived ancillary revenue by providing website layout and web portal design services, as well as software licensing for two customers. These contracts have since been completed.  Our contracts with these clients were short-term in nature and there is no guarantee that we will enter into new contracts and receive additional revenues from these clients in the future. Despite our main web-based community portal products still being under development, we realized some revenues, starting mostly in September 2007, for providing dating software websites. Our contracts with these customers are short-term in nature and there is no guarantee that we will enter into new contracts and receive additional revenues from these customers in the future. We anticipate that we will rely on a small number of short-term engagements and customers for at least the next 12 months. Our existing customers and/or new customers may not provide us with sufficient levels of revenue to generate profits or even to sustain operations. We may not be able to replace the revenues generated by any existing customer that chooses not to enter into additional contract engagements with us.

RISKS RELATING TO THIS OFFERING AND OUR STOCK

Our shares of common stock are not and may never be quoted on any exchange or listing service. It may be difficult or impossible for you to sell your shares.

Our common stock is not quoted on any exchange or listing service and it may never be quoted on any exchange or listing service. Persons who acquire shares of our common stock will have limited liquidity or opportunity to sell their shares and may not be able to recover any funds that have been invested in our common stock.

The possible sales of shares of common stock by our selling shareholders may have a significant adverse effect on the market price of our common stock should a market develop.

The selling shareholders may sell some or all of their shares immediately after they are registered. In the event that the shareholders sell some or all of their shares, the price of our common stock could decrease significantly. Our ability to raise additional capital through the sale of our stock may be harmed by these competing resales of our common stock by the selling shareholders. Potential investors may not be interested in purchasing shares of our common stock if the selling shareholders are selling their shares of common stock. The selling of stock by the shareholders could be interpreted by potential investors as a lack of confidence in us and our ability to develop a stable market for our stock. The price of our common stock could fall if the selling shareholders sell substantial amounts of our common stock. These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate be cause the selling shareholders may offer to sell their shares of common stock to potential investors for less than we do.

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"Penny Stock" rules may make buying or selling our securities difficult which may make our stock less liquid and make it harder for investors to buy and sell our shares.

Trading in our securities is subject to the SEC's "penny stock" rules and we anticipate that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future.  The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the transaction.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.  In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.

Existing and prospective shareholders may experience significant dilution if we enter into a business combination with a private concern or public company and issue securities to shareholders of such private company.

Our business plan contemplates that we may acquire other companies or assets.  As a result, we may enter into a business combination with a private concern or public company that, depending on the terms of merger or acquisition, may result in us issuing securities to shareholders of any such private company. The issuance of previously authorized and unissued shares of common stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in control or management of our Company.

One of our shareholders, Fern Fair, controls 43.6% of our shares of common stock as of May 27, 2008, and she may not vote her shares in a manner that benefits minority shareholders.  

One of our shareholders, Fern Fair, owns a significant percentage of our voting stock. As a result, Ms. Fair is able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying, deterring, or preventing a change in control and may make some transactions more difficult or impossible to complete without the support of Ms. Fair. In addition, Ms. Fair may not have an interest in fully promoting the sale of our common stock if such sales would reduce the opportunity for her to sell her own shares at any time in the future.

If our stock does trade in a market or exchange, our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

Prior to this offering, our common stock has not been traded in a public market. We cannot predict the extent to which a trading market will develop or how liquid that market might become. The trading price of our common stock following this offering is therefore likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

·

Quarterly variations in our results of operations or those of our competitors.

·

Announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments.

·

The emergence of new sales channels in which we are unable to compete effectively.

·

Our ability to develop and market new and enhanced products on a timely basis.

·

Commencement of, or our involvement in, litigation.

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·

Any major change in our board or management.

·

General economic conditions and slow or negative growth of related markets.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

As a result of being a public company, we will incur increased costs that will adversely affect our liquidity and increase the risk that we will become insolvent.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company associated with public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the Securities and Exchange Commission. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. The costs that we will incur as a result of being a public company will adversely affect our already limited liquidity, making it difficult for us to proceed with our business development plans and incre asing the risk that we will become insolvent. We may never become profitable. You may lose your entire investment.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties.  You should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Risk Factor” section. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by certain selling shareholders.  We will not receive proceeds from the sale of shares of common stock being sold by our selling shareholders.

DETERMINATION OF OFFERING PRICE

The shares of common stock are being offered for sale by the selling shareholders at a price of $0.35 per share until our common stock is quoted on the Over-the-Counter Bulletin Board, or OTCBB, and thereafter at prevailing market prices or privately negotiated prices.  If we list on the OTCBB, these prices will fluctuate based on the demand for the shares.  No trading market for the shares offered on behalf of the selling shareholders exists as of the date of this offering. Between October 31, 2005 and January 10, 2008, our shares were offered to our shareholders at prices ranging from $0.05 to $0.35 per share. We believe shareholders will be unlikely to sell their shares at prices below what they paid. Additionally, we believe that the increased liquidity resulting from registering our shares may increase their value.  We had a book value of $0.006 per share as of February 29, 2008.  As a result, our shares will initially be offered by the sellin g shareholders at a price of $0.35 per share.

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SELLING SECURITY HOLDERS

Based upon information available to us as of June 5, 2008, the following table sets forth the names of the selling shareholders, the number of shares owned, the number of shares registered by this prospectus and the number and percent of outstanding shares that the selling shareholders will own after the sale of the registered shares, assuming all of the shares are sold. The information provided in the table and discussions below has been obtained from the selling shareholders. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares beneficially owned, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act of 1933. As used in this prospectus, "selling shareholder" includes donees, pledgees, transf erees or other successors-in-interest selling shares received from the named selling shareholder as a gift, pledge, distribution or other non-sale related transfer.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Commission under the Securities Exchange Act of 1934. Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares, subject to community property laws where applicable.

Name of Selling Security Holder	Ownership Before Offering	Number of Shares Offered	Number of Shares Owned After Offering (1)	Percentage Owned After Offering (2)
Richard Gallo (3)	500,000	500,000	0	0%
Eli Chornenki (4)	600,000	600,000	0	0%
Svava Stefanson (5)	600,000	600,000	0	0%
Michael Hunchberger (6)	200,000	200,000	0	0%
Nicolas Guezen (7)	250,000	250,000	0	0%
Anna Thiessen (8)	300,000	300,000	0	0%
Rudy Hildebrand (9)	200,000	200,000	0	0%
Jazz Poulin (10)	100,000	100,000	0	0%
Benjamin Tuff (11)	200,000	200,000	0	0%
Jacques Poulin (12)	100,000	100,000	0	0%
Jozef Gazo (13)	1,500,000	1,500,000	0	0%
Melanie Thiessen (14)	1,000,000	1,000,000	0	0%
Lorne Lynn Green (15)	225,000	225,000	0	0%
Lenka Gazova (16)	1,050,000	1,050,000	0	0%
Eva Gazova (17)	1,250,000	1,250,000	0	0%
Doug McClelland (18)	3,000,000	3,000,000	0	0%

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Alex Diatchine (19)	1,250,000	1,250,000	0	0%
Patrick Haynes (20)	1,250,000	1,250,000	0	0%
Young Jun (21)	1,250,000	1,250,000	0	0%
Fern Fair (22)	15,000,000	15,000,000	0	0%
Jueane Thiessen (23)	1,250,000	1,250,000	0	0%
JOYN Internet Communities, Inc. (24)	2,240,000	2,240,000	0	0%
Brenda Takabe (25)	10,000	10,000	0	0%
Keith Newport (26)	10,000	10,000	0	0%
Randall Thorne (27)	10,000	10,000	0	0%
Brent O'Connor (28)	10,000	10,000	0	0%
Rick Camplair (29)	10,000	10,000	0	0%
Javed Mawji (30)	10,000	10,000	0	0%
Dusan Elko (31)	150,000	10,000	0	0%
Nadezda Truppova (32)	60,000	60,000	0	0%
Jaime Arbuckle Gibb (33)	10,000	10,000	0	0%
Ruslan Guzha (34)	10,000	10,000	0	0%
Iryna Huzha (35)	10,000	10,000	0	0%
Maxine Jones (36)	10,000	10,000	0	0%
Edvard Halupa (37)	30,000	30,000	0	0%
Edward Hadeed (38)	133,333	133,333	0	0%
Mohammad Shaygan (39)	100,000	100,000	0	0%
Mark Barbara (40)	165,000	165,000	0	0%
Jonathan Poulin (41)	333,333	333,333	0	0%
Michael Ji (42)	28,571	28,571	0	0%

(1) These numbers assume the selling shareholders sell all of their shares prior to the completion of the offering.

(2) Based on 34,415,237 shares outstanding as of June 5, 2008.

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(3) Mr. Gallo received these shares in exchange for $500. The shares were issued on January 4, 2005.

(4) Mr. Chornenki received these shares in exchange for $600. The shares were issued on January 7, 2005.

(5) Ms. Stefanson received these shares in exchange for $600. The shares were issued on January 7, 2005.

(6) Mr. Hunchberger received these shares in exchange for $200. The shares were issued on January 7, 2005.

(7) Mr. Guezen received these shares in exchange for $250. The shares were issued on January 13, 2005.

(8) Mrs. Anna Thiessen received these shares in exchange for $300. The shares were issued on January 13, 2005.

(9) Mr. Hildebrand received these shares in exchange for $200. The shares were issued on January 17, 2005.

(10) Mr. Jazz Poulin received these shares in exchange for $100. The shares were issued on January 24, 2005.

(11) Mr. Tuff received these shares in exchange for $200. The shares were issued on January 24, 2005.

(12) Mr. Jacques Poulin received these shares in exchange for $200. The shares were issued on February 7, 2005.

(13) Mr. Gazo received these shares in exchange for $3,000. The shares were issued on May 26, 2005.

(14) Ms. Melanie Thiessen received these shares in exchange for $2,000. The shares were issued on July 12, 2005.

(15) Mr. Green received these shares in exchange for $450.  These shares were issued on July 12, 2005.

(16) Ms. Lenka Gazova received these shares in exchange for $2,100.  These shares were issued on July 18, 2005.

(17) Ms. Eva Gazova received these shares in exchange for $2,500.  These shares were issued on July 19, 2005.

(18) Mr. McClelland received these shares in exchange for $6,000.  These shares were issued on July 20, 2005. Mr. McClelland is a director of JOYN Internet Communities Inc. Alex Diatchine is the President, Secretary, Treasurer, and sole shareholder of JOYN Internet Communities Inc. Each of Doug McClelland, Alex Diatchine, and JOYN Internet Communities Inc. are selling shareholders.

(19) Mr. Diatchine received these shares in exchange for $2,500.  These shares were issued on July 21, 2005. Mr. McClelland is a director of JOYN Internet Communities Inc. Mr. Diatchine is the President, Secretary, Treasurer, and sole shareholder of JOYN Internet Communities Inc. Each of Doug McClelland, Alex Diatchine, and JOYN Internet Communities Inc. are selling shareholders.

(20) Mr. Haynes received these shares in exchange for $2,500.  These shares were issued on July 22, 2005.

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(21) Mr. Jun received these shares in exchange for $2,500.  These shares were issued on July 25, 2005.

(22) Ms. Fair received these shares in exchange for $30,000.  These shares were issued on July 29, 2005.

(23) Ms. Jueane Thiessen received these shares in exchange for $2,500.  These shares were issued on September 14, 2005.

(24) JOYN Internet Communities Inc. received these shares along with $40,000 in cash in exchange for software assets, pursuant to the Asset Purchase and Sale Agreement between JOYN Internet Communities Inc. and us, dated October 31, 2005. The stock-based portion of the consideration was valued at $112,000. The shares were issued on September 14, 2005. Mr. McClelland is a director of JOYN Internet Communities Inc. Mr. Diatchine is the President, Secretary, Treasurer, and sole shareholder of JOYN Internet Communities Inc. Each of Mr. McClelland, Mr. Diatchine, and JOYN Internet Communities Inc. are selling shareholders.  Mr. Diatchine has voting and dispositive control over the shares JOYN Internet Communities Inc. owns.

(25) Mrs. Takabe received these shares in exchange for $500.  These shares were issued on April 24, 2006.

(26) Mr. Newport received these shares in exchange for $500.  These shares were issued on April 26, 2006.

(27) Mr. Thorne received these shares in exchange for $500.  These shares were issued on April 27, 2006.

(28) Mr. O’Connor received these shares in exchange for $500.  These shares were issued on May 1, 2006.

(29) Mr. Camplair received these shares in exchange for $500.  These shares were issued on May 4, 2006.

(30) Mr. Mawji received these shares in exchange for $500.  These shares were issued on May 4, 2006. Mr. Mawji was our President, Secretary, and a Director between February 1, 2007 and November 30, 2007.

(31) Mr. Elko received these shares in exchange for $7,500.  These shares were issued on May 4, 2006.

(32) Ms. Truppova received these shares in exchange for $3,000.  These shares were issued on May 5, 2006.

(33) Mr. Gibb received these shares in exchange for $500.  These shares were issued on June 7, 2006.

(34) Mr. Guzha received these shares in exchange for $500.  These shares were issued on June 23, 2006.

(35) Ms. Huzha received these shares in exchange for $500.  These shares were issued on June 23, 2006.

(36) Ms. Jones received these shares in exchange for $500.  These shares were issued on July 22, 2006.

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(37) Mr. Halupa received these shares in exchange for $1,500.  These shares were issued on December 22, 2006.

(38) Mr. Hadeed received these shares in exchange for $20,000.  These shares were issued on February 22, 2007. On March 11, 2005, we also issued to Mr. Hadeed a convertible debenture due March 10, 2008.  The due date on this convertible debenture has been extended on the same terms to March 10, 2010. The principal amount of the convertible debenture is $7,000 which may, at the option of Mr. Hadeed, be converted into up to 140,000 shares of common stock at a conversion price of $0.05 per share. The shares that the convertible debenture may be converted into are not being registered at this time.

(39) Mr. Shaygan received these shares in exchange for $20,000.  These shares were issued on May 18, 2007.

(40) Mr. Barbara received these shares in exchange for $49,500.  These shares were issued on May 30, 2007.

(41) Mr. Poulin received these shares in exchange for $100,000.  These shares were issued on May 31, 2007.

(42) Mr. Ji received these shares in exchange for $10,000.  These shares were issued on January 10, 2008.

PLAN OF DISTRIBUTION

The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling shareholders may sell the shares from time to time:

·

in transactions on the Pink Sheets, the Over-the-Counter Bulletin Board or on any national securities exchange or U.S. inter-dealer system of a registered national securities association on which our common stock may be listed or quoted at the time of sale;

·

in private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;

·

at a price of $0.35 per share for the duration of the offering or until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices;

·

in negotiated transactions;

·

in a combination of such methods of sale; or

·

any other method permitted by law.

The selling shareholders may effect such transactions by offering and selling the shares directly to or through securities broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of the shares for whom such broker-dealers may act as agent or to whom the selling shareholders may sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions.                      

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling shareholders that they and any securities broker-dealers or others who may be deemed to be statutory underwriters will be governed by the prospectus delivery requirements under the Securities Act. Under applicable rules and regulations under the Securities Exchange Act, any person engaged in a distribution of any of the shares may not simultaneously engage in

16

market activities with respect to the common stock for the applicable period under Regulation M prior to the commencement of such distribution. In addition and without limiting the foregoing, the selling shareowners will be governed by the applicable provisions of the Securities and Exchange Act, and the rules and regulations thereunder, including without limitation Rules 10b-5 and Regulation M, which provisions may limit the timing of purchases and sales of any of the shares by the selling shareholders. All of the foregoing may affect the marketability of our securities.

On or prior to the effectiveness of the registration statement to which this prospectus is a part, we will advise the selling shareholders that the anti-manipulation rules under the Securities Exchange Act may apply to sales of shares in the market and to the activities of the selling security owners and any of their affiliates. We have informed the selling shareholders that they may not:

·

engage in any stabilization activity in connection with any of the shares;

·

bid for or purchase any of the shares or any rights to acquire the shares,

·

attempt to induce any person to purchase any of the shares or rights to acquire the shares other than as permitted under the Securities Exchange Act; or

·

effect any sale or distribution of the shares until after the prospectus shall have been appropriately amended or supplemented, if required, to describe the terms of the sale or distribution.

We have informed the selling shareholders that they must affect all sales of shares in broker's transactions, through broker-dealers acting as agents, in transactions directly with market makers, or in privately negotiated transactions where no broker or other third party, other than the purchaser, is involved. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any broker-dealers, and any profits received on the resale of shares, may be deemed to be underwriting discounts and commissions under the Securities Act if the broker-dealers purchase shares as principal. In the absence of the registration statement to which this prospectus is a part, certain of the selling shareholders would be able to sell their shares only pursuant to the limitations of Ru le 144 promulgated under the Securities Act.

DESCRIPTION OF SECURITIES BEING REGISTERED

Our authorized capitalization consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

There is no provision in our by-laws or other incorporating documents that would delay, defer or prevent a change in control of our Company.

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of all common stock outstanding entitled to vote in any election of directors may elect all of the directors standing for election. In that event, the holders of the remaining shares of common stock will not be able to elect any directors. Holders of common stock have no preemptive, subscription, redemption or conversion rights.

Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of funds legally available for that purpose. Upon our liquidation, dissolution or winding up, the holders of all shares of our common stock are entitled to receive ratably our net assets available after the payment of all debts, other liabilities, and preferred amounts.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed for such purpose on a contingency basis, or had, or is to receive, in connection with this offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

INFORMATION ABOUT THE COMPANY

DESCRIPTION OF BUSINESS

Overview

We incorporated on June 22, 2004 under the laws of the State of Nevada. We have no parent corporation or subsidiaries. Our fiscal year end is May 31. We have not been involved in any bankruptcy, receivership or similar proceedings. We have not engaged in any other material reclassification, merger, or consolidation.

On October 31, 2005, we entered into an Asset Purchase Agreement with JOYN Internet Communities, Inc. to acquire all Internet dating software code that JOYN had developed, including all rights to use and license the software.  In consideration for the assets received, we issued 2,240,000 shares of our common stock as well as cash of $40,000 due in installments. We valued the stock-based portion of this issue at $112,000. We have used this software source to model, build, and develop our portal software product.

Our Business

We license portal software products and provide custom software programming services to customers who license our products. Our portal software products are designed to enable customers to administer a ‘portal’ that can be accessed online by other users. A portal is a set of website pages that serve as a starting point for accessing online services pertaining to a specific topic. Each type of portal that we license to our customers has a standard pre-programmed functional framework along with content and appearance customized according to the customer’s particular requirements. Our licensing agreements with customers provide that we retain exclusive ownership rights over the portal software and any related products or features that we license to our customers. Our customers retain ownership rights over any content that they provide to customize their portal.

We host the portal software licensed to our customers on our own servers. Our portal software products include an online administration interface which our customers can use to manage the functionality, appearance, and content of their portal, such as what users are able to see and do when they visit the portal. As a result, customers that license our software can operate their online portal using only a personal computer and internet connection. They do not need to have any programming knowledge, additional software, hosting capabilities, or additional hardware.

We also offer, in exchange for additional licensing fees, ‘plug-in’ products that can provide additional functions to the basic portal software licensed by our customers. A plug-in is a discrete piece of software that provides a specific feature that our customers can add to their portal that we believe will enhance the experience of users accessing the portal. We either own the plug-ins or license them from third parties. Examples include video chat, instant messaging chat, modules that display automatically updating financial data or news, photo galleries, a payment facility to charge users for access and enable our customers to accept credit card payment.

Currently, we offer one fully developed portal software product. This product is an online social networking system marketed to entrepreneurs who wish to operate their own online social

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networking or dating business. We market this product through one of our websites, at www.internetdatingsoftware.com.

We anticipate that we will earn revenues from our social networking software system in five primary ways:

1.

We charge a lump sum initial setup fee for each portal that we provide to a customer.

2.

Monthly or annual basic licensing fees, along with variable bandwidth and other fees that we charge to allow end users to access a customer’s portal stored on our server, are payable on an ongoing basis when our customers are licensing one of our portal products.

3.

We charge ongoing licensing fees for any plug-ins that we provide to our customers.

4.

We provide customized programming, graphic design, or other services to assist customers with customizing the appearance or functions of their portal. Fees for customized services are based on a quotation agreed to between us and the customer that sets out the scope of services to be performed.

5.

We offer master licensing agreements with resellers that wish to license our products to their own customers in return for the reseller paying us a fixed fee or proportion of revenues received from their customers.

New Product Development

Using the programming source code of the portal software for our online social networking system, we are developing three additional portal software products, each of which we intend to market to a specific customer market. We expect that many of the basic functions of these additional products will be similar to our online dating portal software product. However, we expect that these additional products will have certain differences that are specific to the needs and interests of the particular customer segment that we plan to market each product to. We anticipate that these differences will include the appearance and functions of the administrative interface, the features that are available to users accessing the customer’s portal, and the types of plug-ins that are available. We expect that the methods that we will use to earn revenues from each of these products will be similar to the methods that we use to earn revenues from our online dating system product.

The first product we are developing is a portal software product that we intend to license to professional service providers who seek to develop and manage a professionally designed portal for their business and desire to have the ability to change the features or appearance of their portal but who are unable or unwilling to host and design the portal themselves. Our initial target market for this product is small law firms and sole practitioner lawyers. As of June 2, 2008 we are in the process of developing a collection of templates that customers will be able to customize with their own content or selection of plug-ins from our list. We expect to begin marketing this product by July 1, 2008. To date, we have earned no revenues from this product.

The second product we are developing is a version of the portal software that we intend to license to online content publishers. We anticipate that this portal software product will provide customers with the ability to set up and manage a portal that contains informational media content focused on one or more particular topics. We intend to provide our customers with the capability to provide content on their portal using a variety of media format options, including blogs, photos, videos, and automatically updating news or financial information. We anticipate that this product will be attractive to:

·

charities seeking to provide updates regarding projects they are involved in,

·

political campaign organizations,

·

financial information publishers, and

·

investor relations businesses.

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As of June 5, 2008, we are still in the development phase of this product. We expect to begin marketing this product by August 31, 2008. To date, we have earned no revenues from this product.

The third product we are developing expands on our second product. We intend to aim this product towards personal consumer use, specifically,  portals for families. We intend to provide our customers with the capability to share information between families using a variety of media format options, including blogs, photo galleries, videos, and automatically updating news. We believe that this product will be attractive to a retail consumer versus business consumer; the ideal use of this product being long-distance sharing for families. As of June 5, 2008, we have begun to develop some of the interface templates for this product. We expect to begin marketing this product by October 1, 2008. To date, we have earned no revenues from this product.

We intend to market each of our products by providing information describing the product on a website focused solely on that product, including a facility on the website to enable our customers to order the product online and pay by credit card, and use search engine marketing to bid for phrases that are related to the product and the targeted customer segment in order to help the product achieve a prominent ranking in search engine results.

Our Business Plan

Our business plan has three components: marketing existing products, expanding and developing existing products and acquiring other companies or assets.

1) Marketing Existing Products

We intend to continue marketing our existing products to potential North American customers and increase our capabilities to attract customers in other jurisdictions. Until we have increased our revenues and capability to effectively market our products and serve customers in other jurisdictions, we intend to focus our advertising efforts on gaining additional customers in the North American marketplace. Because our products and services are delivered online, our potential market is worldwide. We intend to increase our capability to market and deliver our products outside North America in two ways. First, we intend to translate our products into languages other than English and develop a network of customer service contractors that would be able to provide customer service and website design services in languages other than English. Second, we intend to establish a network of six high speed servers around the world, in the United States, Europe, Asia, and Canada. We b elieve that this network of six servers would enable us to provide our products to customers in other markets more reliably and at higher speed.   We believe over the next twelve months, we will incur marketing expense of approximately $20,000.

2) Further Expansion and Development of Existing Products

We intend to further develop our product offerings in four ways:

1.

We intend to translate our products into different languages in order to market and provide our product to a wider range of customers. Our dating software websites are currently available in 4 languages. We plan to produce at least 2 more translated versions of our product by mid-June 2008.

2.

We intend to continue developing the range of our products, initially by increasing the number of plug-ins that we offer by creating proprietary plug-ins ourselves, purchasing them from third parties, or entering into agreements under which we can license plug-ins to provide as part of our product offering. We are constantly expanding the plug-in options that we have available and expect that we will have seven to fifteen more plug-in options available to our customers by July 2008.

3.

We intend to continue identifying additional target markets that may benefit from a web portal licensing software product and customizing our existing proprietary software code to

20

develop a product that can be effectively marketed to the specific prospective customer segment identified.

4.

Fourth, in the longer term we may expand our product offerings to include portal software that can be accessed by our licensees and delivered to end users using handheld devices such as mobile telephones. Our plan to adapt our products to handheld devices is at a preliminary stage and we believe that we would not offer these products before January 2009, if at all. Currently, we are assessing different opportunities to deliver our product using handheld devices.

We expect this further expansion and development of our existing products over the next twelve months to total approximately $22,000.

3) Acquisition

We believe that growth can, at times, be more cost-effective if achieved by acquisition rather than internal growth and development. Our business plan contemplates that we may acquire other software companies or assets, which may be paid for by debt, shares of our common stock, cash, or a combination of the foregoing. To date, we have not identified any specific targets for acquisition. This is a longer-term strategy that we do not expect to be able to engage in until we have sufficient cash and a stable share price, if ever. We expect that our timeline for engaging in an acquisition would be twelve to eighteen months from the date that our common stock is quoted on a stock quotation service, although we are explicitly not committing to any time schedule for these activities, and management will decide if and when to proceed with an acquisition in light of our performance and external business conditions. Our main priorities remain marketing our existing products to n ew customers and further expanding the range of products that we offer.  As we have not identified any specific targets for acquisition, we will address this strategy as opportunities present themselves.

Competition

The portal software products industry is occupied by a wide variety of businesses and there are numerous substitutes for the products and services that we offer. We compete with companies that offer do-it-yourself website design software products, website programmers, software developers, online social networking community service providers, and portal software products dedicated to a specific industry.

Our direct competitors consist of companies that sell or license portal software products with customizable modular components. These companies include, but are not limited to,

·

Telligent, which sells the Community Server software package;

·

Sparta Social Networks;

·

Boonex;

·

Communispace;

·

Leverage Software;

·

DZOIC, that sells the Handshakes software package; and

·

Ecreations Software Inc., that sells the BuildACommunity Community Software Suite.

Consistent with our marketing and product development approach, some of our competitors provide one or more software products that are designed to enable their customers to operate a specific type of portal. These niche-oriented competitors include Web Support, which markets online dating portal software products, and AEwebworks, which markets the online dating software package.

The direct competitors that we are aware of are privately held and we do not have access to certain information that would enable us to compare our business with them. Accordingly, it is difficult to determine some aspects of our competitive position. Based on information that is publicly available,

21

we believe that the methods of competition that we use are similar to the methods that most of our direct competitors are using. Like most of our direct competitors, we market ourselves by maintaining a website that describes the features of our product, providing a mechanism to enable customers to order our products and services online, and we bid for key words with search engines to help our company and our products appear prominently in the results of searches made by potential customers. The method that we use to earn revenues also appears to be similar to the method used by most of our direct competitors. This method involves charging low fees for initial setup and ongoing licensing of our basic product and then marketing additional services and products to customers who license a basic product from us. Our fees to provide these additional services and products, including customized programming services and plug-ins, are intended to provide us with a high profit margin.

We offer master licensing agreements with resellers who wish to license our products to their own customers. We are not aware of any competitors marketing their products using master licensing agreements, although this information may not be publicly disclosed. We believe that the master licensing method of marketing our products provides us with a competitive advantage compared to our other direct competitors because under these arrangements our resellers incur the costs of marketing to potential customers and providing customer service on our behalf. The cost of providing the products that are being licensed are primarily fixed and have already been incurred, and resellers may be able to access new niche markets if they have a reputation or specific subject matter expertise that we lack and are viewed favorably by a specific class of potential customers.

We also compete indirectly with businesses that provide products or services customers can use to create a portal but do not offer a licensed software product that is designed specifically for the purpose of creating and operating a portal. The products and services provided by businesses that we compete indirectly with include:

·

web services that provide users with an automated process to build a website using uploaded content without requiring programming knowledge, such as Geocities, operated by Yahoo!, Google’s PageCreator, and services provided by numerous other smaller companies;

·

general online social networking community services that allow users to set up their own interest groups, such as Facebook and MySpace operated by Google;

·

website design software products such as Microsoft’s Frontpage software package and Adobe’s Dreamweaver software package; and

·

software programmers and website consultants.

Portal software products and services may represent only one component of a larger set of the products and services of our smaller competitors. Smaller competitors, such as independent software programmers, often attract customers by directly approaching a personal acquaintance or a potential customer who has an existing relationship with the company or its management, rather than by advertising their services. As such, we face extensive competition that is difficult to identify or quantify. We believe that we have hundreds or thousands of competitors.

Our portal software products currently have fewer features than the products offered by many of our competitors. Because of our relatively limited revenues and cash, compared to our competitors we have less capacity to perform services for our customers or develop new features for our products. We are unable to incur significant upfront cash expenses to market our products and services. Unlike some of our more established competitors, we do not compete for customers by using high value marketing campaigns or building personal relationships with large business customers. We do, however, compete against larger companies because they advertise and provide their products and services to smaller businesses whom we are capable of providing products and services to and therefore represent potential customers.

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We believe that the principal competitive factors in our industry are:

·

value of the products and services provided compared to their price;

·

quality of the products and services;

·

capability to generate revenues by producing add-on products and services to existing customers;

·

reputation for services provided to past customers;

·

brand recognition and size of the firm;  

·

ability to provide complete, integrated solutions;

·

speed of development and implementation of solutions;

·

effectiveness of sales and marketing efforts; and

·

financial stability.

We believe that we can currently compete favorably with respect to the first three of these factors. However, given our developmental stage of business, small size, and limited scope of operations, we believe that we are currently at a competitive disadvantage relative to more established competitors with respect to the other factors listed above. Established competitors who have greater access to capital and positive cash flow from revenues may be in a better position to capture a share of the available market.

We hope to offset the competitive advantages of our established competitors by providing, at relatively low cost, high quality customer service, innovative ideas, and products that have some customization that makes them more appealing to each specific segment of customers. In addition, our lack of affiliation with a larger company such as Google or Yahoo! means that we are not limited in our choice of technology. We are free to select the software or other technology that suits our own or our customers’ needs. As a result, we may be able to offer products and services that are more innovative or appealing to our customers at a lower cost than our competitors. However, we may not be able to compete successfully against our current or future competitors and competition may have a material adverse effect on our business, results of operations, or financial condition.

Customers

Our target customer base currently consists of entrepreneurs interested in creating a portal to complement an existing business or to operate an online social networking business. Because our product offering is delivered online, we are able to serve customers worldwide. However, in order to minimize the costs of translation and compliance with local laws, we are currently focusing on marketing our product to customers located in the United States of America and Canada, which are the jurisdictions our management is most familiar with.

Since inception until June 5, 2008, we have had non-renewable service contracts with two customers for ancillary services. Two of these customers, Metapoint Technologies Corp. and JOYN Internet Communities, Inc., hired us to provide website layout and web portal design.   We also provided software licensing for JOYN.  As of February 29, 2008, we have received $23,000 in revenues from these two customers.

Despite our main web-based community portal products still being under development, starting in September 2007, we began recognizing short-term revenue for providing dating software websites for 11 small customers. As of February 29, 2008, we have received $26,263 in revenues from these customers in addition to the revenues described above.

Our revenues are evenly supported by our customer base; none of our clients represent major customers as a percentage or dollar amount of total revenues.

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Intellectual Property

We do not own any patents or trademarks. We are not licensing any product or service from a third party that is material to our business. Depending upon the particular needs and demands of our clients, we may, in the future, seek patents or copyrights for the intellectual material we produce.   

Our business plan contemplates that we will market our products and services in part by entering into master licensing agreements with resellers who wish to license our products to their own customers in return for the reseller paying us a fixed fee or proportion of revenues received from their customers. As of June 5, 2008 we have entered into only one master licensing arrangement. On April 1, 2007, we entered into a Master Software Licensing Agreement with JOYN Internet Communities, Inc. under which JOYN was granted the right to license our online dating system software on thirty websites operated by JOYN’s customers in exchange for a fixed payment of $7,500 for each six-month period commencing May 1, 2007.  This agreement terminated on October 31, 2007 and has not been renewed.

Effect of Existing or Probable Governmental Regulations on Our Business

Numerous laws and regulations apply to commerce on the internet or are of more general application but have an effect on our planned operations. These include laws and regulations with respect to user privacy, freedom of expression, pricing, characteristics and quality of products and services, taxation, advertising, intellectual property rights, information security, language use, and the convergence of traditional telecommunications services with internet communications. Due to the increasing popularity of use of the internet by consumers and businesses, it is possible that further laws and regulations with respect to the internet may be adopted at federal, state, provincial, and local levels. There may be additional laws and regulations that will apply to the transaction of business by us that we will need to explore as we enter international markets. We are subject to laws in every jurisdiction in which we conduct business. We are incorporated in the United States . As of June 5, 2008, we maintained an office in the Province of Ontario, Canada and had customers located in Canada, the United States, Spain, and Malaysia. Current and future laws and regulations within and outside of the United States may have a material adverse affect on us and our business.

Employees and Contractors

As of June 5, 2008 we had two employees, consisting solely of our two directors, Jueane Thiessen and Edvard Halupa. Ms. Thiessen who is also our President, Secretary, and Treasurer spends approximately 30 hours per week on services provided to us.  Mr. Halupa who is also our Chief Technology Officer spends approximately 10 hours per week on services provided to us.

We also retain contractors to provide services related to software programming, website hosting, sales, business plan writing, and consulting services as necessary based on the phase of our business plan and available funds.

Our contractors include programmers, website designers, system administrators, business writers, and sales personnel. As of June 5, 2008, our principal contractor has been Euroweb Technologie s.r.o. whom we have agreements with to provide website hosting and system administration services, as well as software programming services.  We also use a commissioned salesperson, Jacques Poulin, to help us with sales. As well as these regular contractors, from time to time we have retained contractors for one-off purposes, such as to compose website text according to the needs of our clients.

We plan to continue using our existing network of contractors to assist us with the ongoing development of our business and to retain the services of additional contractors as needed. We believe that our use of contractors to conduct our day-to-day operations and product and service development enables us to react to customer demands without the need to incur large fixed overhead costs. We therefore believe that the use of contractors will help us to maintain low day-to-day costs of business during our development stage, and we expect to be able to quickly expand our operations as the number and size of our customers increase. We believe that our network of

24

contractors is sufficient to support our current levels of business activity, as well as increased levels of activity.

Reports to Security Holders

The registration statement, including all exhibits, and other materials we file with the Securities and Exchange Commission, may be inspected without charge, and copies of these materials may also be obtained upon the payment of prescribed fees, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We do not currently file periodic reports with the SEC; however, following the effective date of the registration statement relating to this prospectus, we will become a reporting company and will file annual, quarterly and current reports, proxy and information statements, and other information with the SEC. Copies of all of our filings with the SEC may be viewed on the SEC's Internet web site at http://www.sec.gov. We maintain a website at www.portlogicsystems.com. The inf ormation on our website does not form a part of this prospectus.

For so long as we are a reporting company, we will be required to file annual reports with the SEC, containing audited financial statements. However, unless we register our common stock under Section 12(g) of the Exchange Act, we will not be required to deliver an annual report containing audited financial statements to security holders. We currently have no plans to register our common stock under Section 12(g) of the Exchange Act. If we are not required to deliver an annual report to security holders, we do not intend to voluntarily deliver annual reports to security holders containing audited financial statements.

DESCRIPTION OF PROPERTY

Our business operations are conducted from our principal executive offices at 100 King St. West, Suite 5700, Toronto, Ontario, M5X 1K7, Canada. On March 14, 2007, we entered into a lease agreement with The Intelligent Office for office space. The lease is for a period of 12 months and rent is in the amount of $160 per month.  We are currently in negotiations to renew our lease agreement for an additional 12 month period which we believe will be under the same terms and conditions.

Because our business model currently relies on retaining diverse contractors to help us develop our products and perform our operations, we believe that we can accommodate growth with little or no requirements for additional capital for infrastructure.

LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

25

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

As of the date of this prospectus, no established public trading market exists for our securities. We have issued 34,415,237 shares of common stock since our inception of June 22, 2004.  All of these shares were restricted when issued.  We intend to register 18,135,237 of these shares for sale by the selling security holders.  We have no common equity subject to outstanding purchase options or warrants.

On March 11, 2005, we issued to one of our selling security holders, Edward Hadeed, a convertible debenture due March 10, 2008. The due date on this convertible debenture has been extended on the same terms to March 10, 2010. The principal amount of the convertible debenture is $7,000 which may, at the option of Mr. Hadeed, be converted into up to 140,000 shares of our common stock at a conversion price of $0.05 per share. The shares that the convertible debenture may be converted into are not being registered at this time.

We cannot guarantee that a trading market will ever develop or, if a market does develop, that it will continue.

Holders

As of June 5, 2008, we had approximately 40 holders of record of our common equity.

Dividends

To date we have not paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors as deemed relevant by the board of directors.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any compensation plan under which equity securities are authorized for issuance.

26

PART F/S: INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS (AUDITED) FOR THE YEARS ENDED

    F-2
   MAY 31, 2007 AND 2006, AND THE PERIOD FROM

    JUNE 22, 2004 (INCEPTION) TO MAY 31, 2005

Report of Independent Registered Public Accounting Firm

F-3

Balance Sheets as of May 31, 2007 and 2006

F-4

Statement of Operations for the Years Ended May 31, 2007 and 2006,

F-5

and the Period from June 22, 2004 (Inception) to May 31, 2007

Statement of Changes in Stockholders’ Equity for the Years Ended

F-6

May 31, 2007 and 2006, and for the Period from June 22, 2004

(Inception) to May 31, 2007

Statement of Cash Flows for the Years Ended May 31, 2007 and 2006,

F-7

and for the Period from June 22, 2004 (Inception) to May 31, 2005

Notes to Financial Statements

F-8

INTERIM FINANCIAL STATEMENTS (UNAUDITED) FOR THE

    F-17

   NINE MONTHS ENDED FEBRUARY 29, 2008

Interim Balance Sheets at February 29, 2008 and May 31, 2007

F-18

Unaudited Interim Statements of Operations for the Nine Months Ended February 29, 2008

F-19 and 2007, and from June 22, 2004 (Inception) to February 29, 2008

Unaudited Interim Statement of Changes in Stockholders’ Equity for the Nine Months

F-20

Ended February 29, 2008, and the Period from June 22, 2004

(Inception) to February 29, 2008

Unaudited Interim Statement of Cash Flows for the Nine Months Ended February 29, 2008

F-21

and 2007, and from June 22, 2004 (Inception) to February 29, 2008

Notes to Unaudited Interim Financial Statements

F-22

F-1

PORTLOGIC SYSTEMS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

May 31, 2007, 2006 and 2005

(Amounts expressed in US Dollars)

F-2

Report of Independent Registered Public Accounting Firm

  Page F-2

DANZIGER HOCHMAN PARTNERS LLP

Chartered Accountants | Advisors

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Portlogic Systems, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Portlogic Systems, Inc. (a development stage company) as at May 31, 2007 and 2006, and the related statements of operations, changes in stockholders’ equity and cash flows for each the two years in the period ended May 1, 2007, and for the period from inception (June 22, 2004) to May 31, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at May 31, 2007 and 2006, and the results of its operations and its cash flows for each the two years in the period ended May 31, 2007, and for the period from inception (June 22, 2004) to May 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statement has been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered a working capital deficiency, an accumulated deficit and operating cash flow deficit and that raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

“DANZIGER HOCHMAN PARTNERS LLP”

Toronto, Ontario, Canada

October 3, 2007

Chartered Accountants | Advisors

202 Bentworth Ave.

Toronto, ON  M6A 1P8

T 416 730.8050

F 416 730.8382

F-3

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEETS AS OF MAY 31, 2007 AND 2006
(Amounts expressed in US Dollars)
	May 31, 2007	May 31, 2006
	$	$
ASSETS
Current
Cash and Cash Equivalents	202,332	30,821
Accounts Receivable, net of Allowance for Doubtful Accounts	7,500	-
Prepaid Expenses and Deposits	2,287	-
	212,119	30,821
Long-term
Property and Equipment	4,680	-
Source Code	152,000	152,000
TOTAL ASSETS	$368,799	$182,821
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts Payable & Accrued Liabilities	36,233	10,200
Revenue Received in Advance	6,250	-
Convertible Loan	7,000	7,000
	49,483	17,200
Commitments and Contingencies	-	-
STOCKHOLDERS’ EQUITY
Capital Stock
Common stock ; $0.001 par value; 75,000,000 shares
authorized; 34,386,666 and 33,585,000 issued and       outstanding at May 31, 2007 and 2006, respectively	34,386	33,585
Paid in capital	343,314	151,115
Deficit accumulated during the development stage	(58,384)	(19,079)
	319,316	165,621
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	368,799	182,821
The accompanying notes form an integral part of these financial statements.

F-4

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MAY 31, 2007 AND 2006,
AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO MAY 31, 2007
(Amounts expressed in US Dollars)
	June 22,2004 (inception)	For the year	For the year
	through	ended	ended
	May 31, 2007	May 31, 2007	May 31,2006
	$	$	$
Revenue	-	-	-
Leasing and consulting fees earned	16,750	16,750	-
Expenses:
Selling and administrative	73,594	54,515	11,954
Depreciation	1,540	1,540	-
	75,134	56,055	11,954
Net Loss for the year / period	(58,384)	(39,305)	(11,954)
Net loss per share for the year
Basic		(0.0012)	(0.0004)
Weighted average number of shares outstanding
Basic		33,675,087	28,210,041
The accompanying notes form an integral part of these financial statements.

F-5

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MAY 31, 2007 AND 2006, AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO MAY 31, 2007
(Amounts expressed in US dollars)
	Common Stock	Common Stock Amount	Additional Paid-in Capital	Deficit Accumulated During Development Stage	Total Stockholders’ Equity (Deficiency)
		$	$	$	$
Balance as of June 22, 2004	-	-	-	-	-
Stock issued in January 2005 for cash @ $0.001 a share	2,950,000	2,950	-		2,950
Stock issued in February 2005 for cash @ $0.002 a share	100,000	100	100		200
Stock issued in May 2005 for cash @ $0.002 a share	1,500,000	1,500	1,500		3,000
Net loss for the period				(7,125)	(7,125)
Balance as of May 31, 2005	4,550,000	4,550	1,600	(7,125)	(975)
Stock issued in July 2005 for cash @ $0.002 a share	25,275,000	25,275	25,275		50,550
Stock issued in September 2005 for cash @ $0.002 a share	1,250,000	1,250	1,250		2,500
Stock issued in October 2005 for software @ $0.05 a share	2,240,000	2,240	109,760		112,000
Stock issued in April 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in May 2006 for cash @ $0.05 a share	240,000	240	11,760		12,000
Net loss for the year				(11,954)	(11,954)
Balance as of May 31, 2006	33,585,000	33,585	151,115	(19,079)	165,621
Stock issued in June 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in July 2006 for cash @ $0.05 a share	10,000	10	490		500
Stock issued in December 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in February 2007 for cash @ $0.15 a share	133,333	133	19,867		20,000
Stock issued in May 2007 for cash @ $0.20 a share	100,000	100	19,900		20,000
Stock issued in May 2007 for cash @ $0.30 a share	498,333	498	149,002		149,500
Net loss for the year				(39,305)	(39,305)
Balance as of May 31, 2007	34,386,666	34,386	343,314	(58,384)	319,316

The accompanying notes form an integral part of these financial statements.

F-6

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED MAY 31, 2007 AND 2006,
AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO MAY 31 2007
(Amounts expressed in US Dollars)
	June 22, 2004 (inception) through May 31, 2007	For the year ended May 31, 2007	For the year ended May 31, 2006
	$	$	$
Cash Flows from Operating Activities
Net Loss	(58,384)	(39,305)	(11,954)
Adjustments made to reconcile net loss to net cash from operating activities
Depreciation	1,540	1,540	-
Changes in operating assets and liabilities
Increase in accounts receivable	(7,500)	(7,500)
Increase in prepaid expenses & deposits	(2,287)	(2,287)
Increase in revenue received in advance	6,250	6,250
Increase in accounts payable and accrued liabilities	36,233	26,033	7.600
Cash flows used in operating activities	(24,148)	(15,269)	(4,354)
Cash Flows from Investing Activities
Purchase of property and equipment	(6,220)	(6,220)	-
Purchase of source code	(40,000)		(40,000)
Purchase of source code with share issuance	(112,000)	-	(112,000)
Cash flows used in investing activities	(46,220)	(6,220)	(40,000)
Cash Flows from Financing Activities
Proceeds from issuance of convertible loan	7,000	-	-
Proceeds from issuance of common stock	265,700	193,000	66,550
Cash flows provided by financing activities	272,700	193,000	66,550
Increase in cash and cash equivalents	202,332	171,511	22,196
Cash and cash equivalents, beginning of year / period	-	30,821	8,625
Cash and cash equivalents, end of year / period	202,332	202,332	30,821
Supplemental Cash Flow Information
Acquisition of source code upon issuance of common stock	$112,000	-	$112,000
The accompanying notes form an integral part of these financial statements.

F-7

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Portlogic Systems, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 22, 2004.

Portlogic Systems Inc. is a Toronto, Canada-based development stage company that creates and licenses online interactive community portal software systems. The Company has developed and is in the process of developing a series of web-based community portal products. Although the online community portal industry is a highly competitive marketplace, it is also in its growth phase.

One of the Company’s target markets is recreational and community websites. The Company will also target individuals and entities looking for turnkey websites. In addition, the Company also considers there to be considerable potential for plug-ins and turnkey solutions for entrepreneurs who wish to meet the growing demand for mobile Internet applications.

The Company’s initial operations include: capital formation; organization; website construction; target market identification; research costs; promotional materials costs; and marketing planning.  

All of the Company’s operations and assets are located in Canada.

NOTE 2.   GOING CONCERN

The accompanying financial statements are presented on a going concern basis which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due.  No adjustments have been made to assets or liabilities in these financial statements should the Company not be able to continue normal business operations.

The Company has incurred losses for several years and, during 2007, the Company utilized $15,269 (2006 - $4,354) (2005 - $4,525) of cash in operations. At May 31, 2007, the Company reported a deficit of $58,384 and continues to expend cash amounts that exceed revenues.  These conditions cast substantial doubt on the ability of the Company to continue in business and meet its obligations as they come due. Management is considering various alternatives and is pursuing additional capital resources. Nevertheless, there can be no assurance that these initiatives if undertaken will be successful.

The Company is in the development stage and is in the process of developing a series of web-based community portal products as well as a series of off-the-shelf template based websites.  These products are still under development with commercial usage expected in the future.  The Company’s continuance as a going concern is dependent on the commercialization of one or more of the Company’s products and the achievement of profitable operations as well as the success of the Company in raising additional long-term financing through debt or equity offerings.  In the event that the Company is not successful in these efforts, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these financial statements could be material.

Management believes that the Company’s cash assets of $202,332 are sufficient to cover the expenses that the Company will incur during the next twelve months.  However, the Company’s revenues generated during the year and to date, have been from ancillary services and there is no guarantee that these sources can continue contributing to generate sufficient cash to fund the ongoing development of the Company’s main product:  web-based community portals.

F-8

NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Financial statement items subject to significant judgment include the expected life of property and equipment and source code, the net realizable value of accounts receivable, expense accruals, as well as income taxes and loss contingencies. Actual results may differ from those estimates.  

Cash and Cash Equivalents

Cash equivalents comprise highly liquid instruments with a maturity of three months or less when purchased.  As of May 31, 2007, cash equivalents amounted to $Nil (2006- $Nil).

Property and Equipment                                                          

Property and equipment are recorded at cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the assets’ estimated useful lives (three years for computer hardware and two years for computer software).

Asset Impairment

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  

Source Code

The Company has capitalized the costs of acquiring computer source code in accordance with the provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”  At each reporting period end, the Company analyzes the realizability of its recorded software assets under the provisions of that statement.  An impairment loss would be recognized when and to the extent that the carrying amount of the software exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Since the source code is still being used for development, no impairment loss has been recognized.

Advertising Costs

Advertising costs are expensed as incurred.  Advertising costs amounted to $Nil for the years ended May 31, 2006 and 2007 and the period from June 22, 2004 (inception) to May 31, 2007.

F-9

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101,"Revenue Recognition in Financial Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.

Services revenues are generally recognized at the time of performance.   Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.

To date, the Company derived ancillary revenue during the fiscal year by providing website layout and web portal design services, as well as software licensing, despite its main web-based community portal products still being under development.

Foreign Currency Translation

The Company maintains its accounting records in U.S. dollars, which is its functional and reporting currency.  At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.

Income Taxes

The Company accounts for its income taxes in accordance with SFAS No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that the deferred tax assets will not be realized.  

Earnings (Loss) per Share

The Company reports earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise of the conversion feature of the Company’s long-term debt to purchase common shares would have an anti-dilutive effect.

F-10

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances.  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income would be displayed in the statement ofshareholders' equity and in the balance sheet as a component of shareholders'equity.

Financial Instruments and Risk Concentrations

The Company’s financial instruments comprise cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and convertible loan.  Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values due to their short-terms to maturity. The Company determines the fair value of its long-term financial instruments based on quoted market values or discounted cash flow analyses.

Financial instruments that may potentially subject the Company to concentrations of credit risk comprise primarily cash and cash equivalents and accounts receivable.  Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances.  With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them.  Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.

Leases

Leases entered into by the Company as a lessee are classified as capital or operating leases.  Leases that transfer substantially the entire risks and benefits incidental to ownership are classified as capital leases.  At the inception of a capital lease, an asset and an obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the asset’s fair market value at the beginning of each lease.  Rental payments under operating leases are expensed as incurred.

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB Statements No. 133 and 140."  SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with retroactive application   The Company has adopted these standards, which did not have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005.

F-11

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Recent Accounting Pronouncements (cont’d)

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets - An Amendment of FASB Statement No. 140."  SFAS 156 is effective for the first fiscal year beginning after September 15, 2006, with prospective application.  The Company has adopted these standards, which did not have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal year ended May 31, 2007.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109,” to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in SFAS No. 109, “Accounting for Income Taxes,” on the uncertainty in income taxes recognized in an enterprise’s financial statements.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006, with retrospective application.  Earlier adoption is encouraged.   FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.  Management does not expect the adoption of this statement to have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires SEC registrants (i) to quantify misstatements using a combined approach which considers both the balance sheet and income statement approaches; (ii) to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors; and (iii) to adjust their financial statements if the new combined approach results in a conclusion that an error is material.  SAB No. 108 addresses the mechanics of correcting misstatements that include effects from prior years.  It indicates that the current year correction of a material err or that includes prior year effects may result in the need to correct prior year financial statements even if the misstatement in the prior year or years is considered immaterial.  Any prior year financial statements found to be materially misstated in years subsequent to the issuance of SAB No. 108 would be restated in accordance with SFAS No. 154, “Accounting Changes and Error Corrections.”  SAB No. 108 is effective for fiscal years ending after November 15, 2006.   Management does not expect the adoption of SAB No. 108 to have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005.

F-12

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Recent Accounting Pronouncements (cont’d)

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.  Management does not expect the adoption of this statement to have a material effect on the Company's future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statements No. 87, 88, 106, and 132(R)." This statement requires employers to recognize the overfunded or underfunded status of a defined benefit post-retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. Management does no t expect the adoption of this statement to have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115."  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements."  Management does not expect the adoption of this statement to have a material effect on the Company's future reported financial position or results of operations.

NOTE 4.   PROPERTY AND EQUIPMENT

Property and Equipment – May 31, 2007	Cost	Accumulated Depreciation	Net book value
	$	$	$
Computer hardware	3,970	1,103	2,867
Computer software	2,250	437	1,813
	$6,220	$1,540	$4,680

The Company did not own property or equipment as of May 31, 2006.

F-13

NOTE 5.   SOURCE CODE

Source Code – May 31, 2007 and 2006	Cost	Accumulated Depreciation	Net book value
	$	$	$
Internet dating portal software – purchased with cash	40,000	-	40,00
Internet dating portal software – purchased with shares issuance	112,000	-	112,000
	$152,000	-	$152,000

On October 31, 2005, the Company entered into an asset purchase agreement with JOYN Internet Communities, Inc. (“Joyn”) to acquire Internet dating software that Joyn had developed, including all rights to use and license the software. In consideration, the Company issued 2,240,000 restricted common stock and paid $40,000, cash.  The stock-based portion of the issuance, according to the terms of the agreement, has been valued at $112,000, or $0.05 cents per share.    

The Company did not capitalize any additional source code software for the fiscal year ending May 31, 2007.

NOTE 6.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	May 31, 2007	May 31, 2006
	$	$
HSBC Credit Card	2,333	-
Bookkeeping and Accounting	5,000	1,500
Audit	17,500	6,000
Consulting	10,500	2,300
Other	900	400
	$36,233	$10,200

NOTE 7.   LONG-TERM DEBT

Long-term debt comprises a convertible debenture, issued March 11, 2005.  The debenture is unsecured, matures March 10, 2008 and bears interest at a rate of 10% per annum.  The instrument is convertible at the option of the holder into common shares of the Company at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder should certain conditions prevail.  The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2006 and from March 11, 2006 through to March 10, 2007. The debenture balance is presented as a current liability in the comparative financial statements due to its redemption feature.

F-14

NOTE 8.  INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes at the Company’s effective tax rate of 36% (2006 – 36%) is approximately as follows:

	May 31, 2007	May 31, 2006
	$	$
Loss before income taxes	39,000	12,000
Income taxes at statutory rates	14,000	4,000
Less:  Valuation allowance	(14,000)	(4,000)
Net deferred tax assets	Nil	Nil

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

The Company has non-capital losses of approximately $58,000 available to reduce future income taxes.  The non-capital losses expire approximately as follows:

2015	$7,000
2026	$12,000
2027	$39,000
Balance as of May 31, 2007	$58,000

NOTE 9.   COMMITMENTS AND RELATED PARTY TRANSACTIONS

A)  On May 1, 2007, an Independent Contractor Agreement was entered into under which compensation of $3,000 (2006 - $ Nil) per month be paid to perform services as the Company’s Treasurer for a minimum of 30 hours per week for a period of six (6) months.

B)  On May 1, 2007, the Company entered into an Independent Contractor agreement with the President of the Company, for managing and directing daily operations of the Company pursuant to the directives of the Board of Directors for a monthly fee of $ 1,000 for a period of six months.

The above transaction was in the normal course of operations and are recorded at the value agreed to by the related party.

C)  On March 1, 2006, the Company entered into a business consulting agreement with an independent contractor.  The fees payable to the consultant for provision of the services was $25 per hour payable within thirty (30) days following receipt of an invoice from the consultant setting out the numbers of hours of service performed.  The term of this contract is for a period of six (6) months. On September 1, 2006, this agreement was renewed for a further twelve (12) months at an increased hourly rate of $100 per hour.

D)  Services in respect of the leasing and consulting fees earned by the Company in fiscal 2007 were provided to the Company at no charge by the President and by a shareholder of the Company.

F-15

NOTE 10.  AUTHORIZED CAPITAL

On October 11, 2005, the Company filed articles of amendment changing its authorized capital from 7,500,000 common shares with a par value of $0.001 per share to 75,000,000 common shares with a par value of $0.001 per share. All share and per share information presented in the accompanying financial statements has been retroactively adjusted to reflect this change.  

F-16

PORTLOGIC SYSTEMS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

(Unaudited) February 29, 2008

(Amounts expressed in US Dollars)

F-17

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
UNAUDITED INTERIM BALANCE SHEETS AT FEBRUARY 29, 2008 AND MAY 31, 2007
(Amounts Expressed in US Dollars)
	February 29, 2008	May 31, 2007
ASSETS	$	$
Current
Cash and Cash Equivalents	80,175	202,332
Accounts Receivable, net of Allowance for Doubtful Accounts	-	7,500
Prepaid Expenses and Deposits	7,510	2,287
	87,685	212,119
Long-term
Property and Equipment	4,526	4,680
Source Code	152,000	152,000
TOTAL ASSETS	244,211	368,799
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts Payable & Accrued Liabilities	22,303	36,233
Revenue Received in Advance	-	6,250
Convertible Loan	7,000	7,000
	29,303	49,483
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Capital Stock
Common stock ; $0.001 par value; 75,000,000 shares
authorized; 34,415,237 and 34,386,666 issued and       outstanding at Feb 29, 2008 and May 31, 2007, respectively	34,415	34,386
Paid in capital	353,285	343,314
Deficit accumulated during development stage	(172,792)	(58,384)
	214,908	319,316
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	244,211	368,799
The accompanying notes form an integral part of these unaudited interim financial statements.

F-18

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
UNAUDITED INTERIM STATEMENTS OF OPERATIONS FOR THE NINE MONTHS
ENDED FEBRUARY 29, 2008 AND 2007, AND FROM JUNE 22, 2004 (INCEPTION) TO FEBRUARY 29, 2008
(Amounts expressed in US Dollars)
	June 22, 2004 (inception)   through February 29, 2008		For the Nine Months		For the Three Months
			Ended February 29		Ended February 29
			2008	2007	2008	2007
	$		$	$	$	$
Revenue	26,263		26,263	-	11,496	-
Leasing and consulting fees earned	23,000		6,250	-	-	-
Cost of goods sold		(20,400)	(20,400)	-	(10,100)	-
Expenses:
Selling and administrative		(197,529)	(123,935)	(31,549)	(48,184)	(12,639)
Amortization		(4,126)	(2,586)	(1,038)	(861)	(503)
		(201,655)	(126,521)	(32,587)	(49,045)	(13,142)
Net Loss for the Period		(172,792)	(114,408)	(32,587)	(47,649)	(13,142)
Net loss per share for the period
Basic			(0.00333)	(.00097)	(.00138)	(.00039)
Weighted average number of shares outstanding
Basic			34,391,795	33,671,073	34,391,795	33,671,073
The accompanying notes form an integral part of these unaudited interim financial statements.

F-19

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
UNAUDITED INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED FEBRUARY 29, 2008, AND THE PERIOD FROM JUNE 22, 2004 (INCEPTION) TO FEBRUARY 29, 2008
(Amounts expressed in US dollars)
	Common Stock	Common Stock Amount	Additional Paid-in Capital	Deficit Accumulated During Development Stage	Total Stockholders’ Equity (Deficiency)
		$	$	$	$
Balance as of June 22, 2004	-	-	-	-	-
Stock issued in January 2005 for cash @ $0.001 a share	2,950,000	2,950	-		2,950
Stock issued in February 2005 for cash @ $0.002 a share	100,000	100	100		200
Stock issued in May 2005 for cash @ $0.002 a share	1,500,000	1,500	1,500		3,000
Net loss for the period				(7,125)	(7,125)
Balance as of May 31, 2005 (Audited)	4,550,000	4,550	1,600	(7,125)	(975)
Stock issued in July 2005 for cash @ $0.002 a share	25,275,000	25,275	25,275		50,550
Stock issued in September 2005 for cash @ $0.002 a share	1,250,000	1,250	1,250		2,500
Stock issued in October 2005 for software @ $0.05 a share	2,240,000	2,240	109,760		112,000
Stock issued in April 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in May 2006 for cash @ $0.05 a share	240,000	240	11,760		12,000
Net loss for the year				(11,954)	(11,954)
Balance as of May 31, 2006 (Audited)	33,585,000	33,585	151,115	(19,079)	165,621
Stock issued in June 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in July 2006 for cash @ $0.05 a share	10,000	10	490		500
Stock issued in December 2006 for cash @ $0.05 a share	30,000	30	1,470		1,500
Stock issued in February 2007 for cash @ $0.15 a share	133,333	133	19,867		20,000
Stock issued in May 2007 for cash @ $0.20 a share	100,000	100	19,900		20,000
Stock issued in May 2007 for cash @ $0.30 a share	498,333	498	149,002		149,500
Net loss for the year				(39,305)	(39,305)
Balance as of May 31, 2007 (Audited)	34,386,666	34,386	343,314	(58,384)	319,316
Stock issued in January 2008 for cash @ $0.35 a share	28,571	29	9,971		10,000
Net loss from June 1, 2007 to February 29, 2008				(114,408)	(114,408)
Balance as of February 29, 2008	34,415,237	34,415	353,285	(172,792)	214,908

The accompanying notes form an integral part of these unaudited interim financial statements.

F-20

PORTLOGIC SYSTEMS, INC.
(A Development Stage Company)
UNAUDITED INTERIM STATEMENT OF CASH FLOWS FOR THE NINE MONTHS
ENDED FEBRUARY 29, 2008 AND 2007, AND THE PERIOD FROM
JUNE 22, 2004 (INCEPTION) TO FEBRUARY 29, 2008
(Amounts expressed in US Dollars)
	June 22, 2004 (inception) through February 29, 2008	For the Nine Months ended February 29, 2008	For the Nine Months ended February 29, 2007
	$	$	$
Cash Flows from Operating Activities
Net Loss	(172,792)	(114,408)	(32,587)
Adjustments made to reconcile net loss to net cash from operating activities
Depreciation	4,126	2,586	1,038
Changes in operating assets and liabilities
Increase in accounts receivable	-	7,500	-
Increase in prepaid expenses & deposits	(7,510)	(5,223)	-
Increase in revenue received in advance	-	(6,250)	-
Increase in accounts payable & accruals	22,303	(13,930)	9,000
Cash flows used in operating activities	(153,873)	(129,725)	(22,549)
Cash Flows from Investing Activities
Purchase of property and equipment	(8,652)	(2,432)	(6,220)
Purchase of source code	(40,000)	-	-
Cash flows used in investing activities	(48,652)	(2,432)	(6,220)
Cash Flows from Financing Activities
Proceeds from issuance of convertible loan	7,000	-	-
Proceeds from issuance of common stock	275,700	10,000	27,000
Cash flows provided by financing activities	282,700	10,000	27,000
Increase in cash and cash equivalents	80,175	(122,157)	(1,769)
Cash and cash equivalents, beginning of period	-	202,332	27,821
Cash and cash equivalents, end of period	80,175	80,175	26,052
Supplemental Cash Flow Information
Acquisition of source code upon issuance of common stock	$112,000	-	-
The accompanying notes form an integral part of these unaudited interim financial statements.

F-21

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Portlogic Systems, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 22, 2004.

One of the Company’s target markets is recreational and community websites. The Company intends to target individuals and entities looking for turnkey websites. In addition, the Company also considers there to be considerable potential for plug-ins and turnkey solutions for entrepreneurs who wish to meet the growing demand for mobile Internet applications.

The Company’s initial operations include: capital formation; organization; website construction; target market identification; research costs; promotional materials costs; and marketing planning.  

All of the Company’s operations and assets are located in Canada.

NOTE 2.   GOING CONCERN

The accompanying financial statements are presented on a going concern basis which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due.  No adjustments have been made to assets or liabilities in these financial statements should the Company not be able to continue normal business operations.

The Company has incurred losses for several years and, during 2007, the Company utilized $15,269 (2006 - $4,354) (2005 - $4,525) of cash in operations.  For the period from June 1, 2007 through February 29, 2008, $129,725 of cash was utilized for operations.  At February 29, 2008, the Company reported a deficit of $172,792 and continues to expend cash amounts that exceed revenues.  These conditions cast substantial doubt on the ability of the Company to continue in business and meet its obligations as they come due.  Management is considering various alternatives and is pursuing additional capital resources.  Nevertheless, there can be no assurance that these initiatives if undertaken will be successful.

The Company is in the development stage and is in the process of developing a series of web-based community portal products as well as a series of off-the-shelf template based websites.  These products are still under development with commercial usage expected in the future.  The Company’s continuance as a going concern is dependent on the commercialization of one or more of the Company’s products and the achievement of profitable operations as well as the success of the Company in raising additional long-term financing through debt or equity offerings.  In the event that the Company is not successful in these efforts, the assets may not be realized or liabilities discharged at their carrying amounts, and differences from the carrying amounts reported in these financial statements could be material.

Portlogic Systems Inc. is a Toronto, Canada-based development stage company that creates and licenses online interactive community portal software systems. The Company has developed and is in the process of developing a series of web-based community portal products. Although the online community portal industry is a highly competitive marketplace, it is also in its growth phase.

Management believes that the Company’s cash assets of $80,175 are sufficient to cover the expenses that the Company will incur during the next twelve months.  However, the Company’s revenues generated during the year and to date have been from ancillary services and there is no guarantee that these sources will continue contributing to generate sufficient cash to fund the ongoing development of the Company’s main product: web-based community portals.

F-22

NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial statements, and present the interim financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company.  Therefore, they do not include all of the information and footnotes required by GAAP in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended May 31, 2007.

The interim financial information is unaudited.  In the opinion of management, all adjustments necessary to present fairly the financial position as of February 29, 2008 and the results of operations, stockholders' equity and cash flows presented herein have been included in the financial statements.  All such adjustments are of normal and recurring nature.  Interim results are not necessarily indicative of results of operations for the full year.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Financial statement items subject to significant judgment include the expected life of property and equipment and source code, the net realizable value of accounts receivable, expense accruals, as well as income taxes and loss contingencies.  Actual results may differ from those estimates.  

Cash and Cash Equivalents

Cash equivalents comprise highly liquid instruments with a maturity of three months or less when purchased.  As of February 29, 2008, cash equivalents amounted to $Nil (May 31, 2007- $Nil).

Property and Equipment                                                          

Property and equipment are recorded at cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the assets’ estimated useful lives (three years for computer hardware and two years for computer software).

Asset Impairment

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  

Source Code

The Company has capitalized the costs of acquiring computer source code in accordance with the provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”  At each reporting period end, the Company analyzes the realizability of its recorded software assets under the provisions of that statement.  An impairment loss would be recognized when and to the extent that the carrying

F-23

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont’d)

Source Code (cont’d)

amount of the software exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Since the source code is still being used for development, no impairment loss has been recognized.

Advertising Costs

Advertising costs are expensed as incurred.  Advertising costs amounted to $Nil for the years ended May 31, 2006 and 2007 and the period from June 22, 2004 (inception) to February 29, 2008.

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101,"Revenue Recognition in Financial Statements" ("SAB 101"), as modified by Securities and Exchange Commission Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.

Service revenues are generally recognized at the time of performance.   Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.

To date, the Company has derived ancillary revenue during the fiscal year ending May 31, 2007 by providing website layout and web portal design services, as well as software licensing.  Despite its main web-based community portal products still being under development, some revenues were realized, starting mostly in September 2007, for providing dating software websites.

Foreign Currency Translation

The Company maintains its accounting records in U.S. dollars, which is its functional and reporting currency.  At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.

Income Taxes

The Company accounts for its income taxes in accordance with SFAS No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that the deferred tax assets will not be realized.  

F-24

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont’d)

Earnings (Loss) per Share

The Company reports earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  Diluted earnings (loss) per share has not been presented since the effect of the assumed exercise of options and warrants to purchase common shares would have an anti-dilutive effect.

Comprehensive Income

The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and the display of comprehensive income, its components and accumulated balances.  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners or distributions to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under the current accounting standards as a component of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income would be displayed in the statement ofshareholders' equity and in the balance sheet as a component of shareholders'equity.

Financial Instruments and Risk Concentrations

The Company’s financial instruments comprise cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and convertible loan.  Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values due to their short-terms to maturity. The Company determines the fair value of its long-term financial instruments based on quoted market values or discounted cash flow analyses.

Financial instruments that may potentially subject the Company to concentrations of credit risk comprise primarily cash and cash equivalents and accounts receivable.  Cash and cash equivalents comprise deposits with major commercial banks and/or checking account balances.  With respect to accounts receivable, the Company performs periodic credit evaluations of the financial condition of its customers and typically does not require collateral from them.  Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or currency risks in respect of its financial instruments.

Leases

Leases entered into by the Company as a lessee are classified as capital or operating leases.  Leases that transfer substantially the entire risks and benefits incidental to ownership are classified as capital leases.  At the inception of a capital lease, an asset and an obligation are recorded at an amount equal to the lesser of the present value of the minimum lease payments and the asset’s fair market value at the beginning of each lease.  Rental payments under operating leases are expensed as incurred.

F-25

NOTE 3.  SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont’d)

Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets - An Amendment of FASB Statement No. 140."  SFAS 156 is effective for the first fiscal year beginning after September 15, 2006, with prospective application.  The Company has adopted these standards, which did not have a material effect on the presentation of the Company’s results of operations or financial position for the period from June 1, 2007 to February 29, 2008 and is not expected to have an effect on the Company’s 2008 year end.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109,” to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in SFAS No. 109, “Accounting for Income Taxes,” on the uncertainty in income taxes recognized in an enterprise’s financial statements.  FIN No. 48 is effective for fiscal years beginning after December 15, 2006, with retrospective application.  Earlier adoption is encouraged.   FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has adopted these standards, which did not have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005, or the period from June 1, 2007 to February 29, 2008.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires SEC registrants (i) to quantify misstatements using a combined approach which considers both the balance sheet and income statement approaches; (ii) to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors; and (iii) to adjust their financial statements if the new combined approach results in a conclusion that an error is material.  SAB No. 108 addresses the mechanics of correcting misstatements that include effects from prior years.  It indicates that the current year correction of a material err or that includes prior year effects may result in the need to correct prior year financial statements even if the misstatement in the prior year or years is considered immaterial.  Any prior year financial statements found to be materially misstated in years subsequent to the issuance of SAB No. 108 would be restated in accordance with SFAS No. 154, “Accounting Changes and Error Corrections.”  SAB No. 108 is effective for fiscal years ending after November 15, 2006.    The Company has adopted these standards, which did not have a material effect on the presentation of the Company’s results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005, or the period from June 1, 2007 to February 29, 2008.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.  Management does not expect the adoption of this statement to have a material effect on the Company's future reported financial position or results of operations.

F-26

NOTE 3.   SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont’d)

Recent Accounting Pronouncements (cont’d)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115."  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements." Management does not expect the adopti on of this statement to have a material effect on the Company's future reported financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141R”), replacing SFAS No. 141, Business Combinations (“SFAS No. 141”).  This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination.  This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of th e business combination.  This Statement clarifies that acquirers will be required to expense costs related to any acquisitions.  SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after fiscal years beginning December 15, 2008.  Early adoption is prohibited.  The Company has not yet evaluated the impact, if any, that SFAS No. 141(R) will have on its financial statements.  Determination of the ultimate effect of this pronouncement will depend on the Company’s structure at the date of adoption.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS No. 160”).  SFAS No.160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity.  The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement.  SFAS No.160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  In addition, this statement requires that a p arent recognize a gain or loss in net income when a subsidiary is deconsolidated.  Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date.  SFAS No.160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No.160 is effective for fiscal years beginning on or after December 15, 2008, with retrospective presentation and disclosure for all periods presented.  Early adoption is prohibited.  The Company currently has no entities or arrangements that will be affected by the adoption of SFAS No. 160.  However, determination of the ultimate effect of this pronouncement will depend on the Company’s structure at the date of adoption.

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NOTE 4.   PROPERTY AND EQUIPMENT

Property and Equipment – February 29, 2008	Cost	Accumulated Depreciation	Net book value
	$	$	$
Computer hardware	5,291	2,352	2,939
Computer software	3,361	1,774	1,587
	$8,652	$4,126	$4,526

Property and Equipment – May 31, 2007	Cost	Accumulated Depreciation	Net book value
	$	$	$
Computer hardware	3,970	1,103	2,867
Computer software	2,250	437	1,813
	$6,220	$1,540	$4,680

NOTE 5.   SOURCE CODE

Source Code – February 29, 2008, May 31, 2007 and 2006	Cost	Accumulated Depreciation	Net book value
	$	$	$
Internet dating portal software – purchased with cash	40,000	-	40,000
Internet dating portal software – purchased with share issuance	112,000	-	112,000
	$152,000	-	$152,000

On October 31, 2005, the Company entered into an asset purchase agreement with JOYN Internet Communities, Inc. (“Joyn”) to acquire Internet dating software that Joyn had developed, including all rights to use and license the software.  In consideration, the Company issued 2,240,000 restricted common stock and paid $40,000, cash.  The stock-based portion of the issuance, according to the terms of the agreement, has been valued at $112,000, or $0.05 cents per share.    

The Company did not capitalize any additional source code software for the period ending February 29, 2008.

NOTE 6.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	February 29, 2008	May 31, 2007
	$	$
HSBC Credit Card	1,358	2,333
Bookkeeping and Accounting	5,000	5,000
Audit	14,345	17,500
Consulting	-	10,500
Other	1,600	900
	$22,303	$36,233

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NOTE 7.   LONG-TERM DEBT

Long-term debt comprises a convertible debenture, issued March 11, 2005.  The debenture is unsecured, matures March 10, 2008 and bears interest at a rate of 10% per annum.  The instrument is convertible at the option of the holder into common shares of the Company at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder should certain conditions prevail.  The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2006 and from March 11, 2006 through to March 10, 2007.  The debenture balance is presented as a current liability in the comparative financial statements due to its redemption feature.

NOTE 8.  INCOME TAXES

A reconciliation of combined federal and provincial corporate income taxes at the Company’s effective tax rate of 36% is approximately as follows:

	February 29, 2008	May 31, 2007
	$	$
Loss before income taxes	114,000	39,000
Income taxes at statutory rates	41,000	14,000
Less:  Valuation allowance	(41,000)	(14,000)
Net deferred tax assets	Nil	Nil

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

The Company has non-capital losses of approximately $172,000 available to reduce future income taxes.  The non-capital losses expire approximately as follows:

2015	$7,000
2026	$12,000
2027	$39,000
2028	$114,000
Balance as of February 29, 2008	$172,000

NOTE 9.   COMMITMENTS AND RELATED PARTY TRANSACTIONS

A)  On January 31, 2008, the Company entered into an Independent Contractor Agreement under which compensation of $3,000 per month be paid to perform services as the Company’s Treasurer for a period of six (6)months beginning February 1, 2008.

The above transaction was in the normal course of operations and was recorded at the value agreed to by the related party.

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NOTE 9.   COMMITMENTS AND RELATED PARTY TRANSACTIONS (cont’d)

B)  On March 1, 2006, the Company entered into a business consulting agreement with an independent contractor. The fees payable to the consultant for provision of the services was $25 per hour payable within thirty (30) days following receipt of an invoice from the consultant setting out the numbers of hours of service performed. The term of this contract is for a period of six (6) months. On September 1, 2006, this agreement was renewed for a further twelve (12) months at an increased hourly rate of $100 per hour.

C)  Services in respect of the leasing and consulting fees earned by the Company in fiscal 2007 were provided to the Company at no charge by the President and by a shareholder of the Company.

D)  On September 1, 2007, the Company entered into a web hosting and system administration service agreement with an independent third party. The term of the contract is for a period of six (6) months, except if either party provides written notice of renewal prior to termination in which case the term shall be extended for 12 months. The Company must pay a monthly fee of $1,200 for ongoing maintenance and troubleshooting. A software programming agreement was also entered into with the same independent third party under the same terms to provide programming services at pre-determined hourly rates.

NOTE 10.  AUTHORIZED CAPITAL

On October 11, 2005, the Company filed articles of amendment changing its authorized capital from 7,500,000 common shares with a par value of $0.001 per share to 75,000,000 common shares with a par value of $0.001 per share.  All share and per share information presented in the accompanying financial statements has been retroactively adjusted to reflect this change.  

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction

The following is a discussion of our financial condition and results of operations. To the extent that our analysis contains statements that are not of a historical nature, these statements are forward-looking statements, which involve risks and uncertainties. The following should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus.

Overview

We incorporated on June 22, 2004 as Portlogic Systems Inc. under the laws of the State of Nevada. We are currently in the development stage and our business comprises developing and licensing portal software products and related services. We have developed a product that we license to our customers to enable them to operate their own online social networking portal without requiring any technical programming or website design skills. We are developing three additional other software products which are each being designed to allow customers in other industries to operate portals. The intended customer markets for these products under development are professional service providers, online content publishers, as well as personal consumers interesting in utilizing online community software aimed at families. Currently, our primary target market consists of entrepreneurs in the United States and Canada who wish to operate online social networking businesses. We have a fina ncial year end of May 31.

Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other source s. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.

Cash and Cash Equivalents

Our cash equivalents are comprised of highly liquid instruments with a maturity of three months or less when purchased.  As of February 29, 2008 and May 31, 2007, our cash equivalents amounted to $0.

Source Code

We have capitalized the costs of acquiring computer source code in accordance with the provisions of SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”  At each reporting period end, we analyze the realizability of our recorded software assets under the provisions of that statement.  We recognize an impairment loss when and to the extent that the carrying amount of the software exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition.  Since the source code is still being used for development, we have not recognized any impairment loss to date.

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Revenue Recognition

We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101,"Revenue Recognition in Financial Statements" ("SAB 101"), as modified by Securities and Exchange Commission Staff Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of passage to the customer of title and risk of loss, there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.

We recognize service revenues at the time of performance.   Revenues billed in advance under contracts are deferred and recognized over the corresponding service periods.

To date, we have derived ancillary revenue during the fiscal year ended May 31, 2007 by providing website layout and web portal design services, as well as software licensing.  Despite our main web-based community portal products still being under development, we realized some revenues, starting mostly in September 2007, for providing dating software websites.

Foreign Currency Translation

We maintain our accounting records in U.S. dollars, which is our functional and reporting currency.  At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date.  At the period end, we translate monetary assets and liabilities into the functional currency by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.

Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets - An Amendment of FASB Statement No. 140."  SFAS 156 is effective for the first fiscal year beginning after September 15, 2006, with prospective application.  We have adopted these standards, which did not have a material effect on the presentation of our results of operations or financial position for the period from June 1, 2007 to February 29, 2008 and is not expected to have an effect on our May 31, 2008 year end.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN No. 48”), “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109,” to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in SFAS No. 109, “Accounting for Income Taxes,” on the uncertainty in income taxes recognized in an enterprise’s financial statements. FIN No. 48 is effective for fiscal years beginning after December 15, 2006, with retrospective application. Earlier adoption is encouraged.   FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of s uch positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have adopted these standards, which did not have a material effect on the presentation of our results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005, or the period from June 1, 2007 to February 29, 2008.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires SEC registrants (i) to quantify misstatements using a combined approach which considers both the balance

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sheet and income statement approaches; (ii) to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors; and (iii) to adjust their financial statements if the new combined approach results in a conclusion that an error is material.  SAB No. 108 addresses the mechanics of correcting misstatements that include effects from prior years.  It indicates that the current year correction of a material error that includes prior year effects may result in the need to correct prior year financial statements even if the misstatement in the prior year or years is considered immaterial.  Any prior year financial statements found to be materially misstated in years subsequent to the issuance of SAB No. 108 would be restated in accordance with SFAS No. 154, “Accounting Changes and Error Corrections.”  SAB No. 108 is effective for fiscal years ending after November 15, 2006.    We have adopted these standards, which did not have a material effect on the presentation of our results of operations or financial position for the fiscal years/period ended May 31, 2007, 2006 and 2005, or the period from June 1, 2007 to February 29, 2008.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”  The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.  Management does not expect the adoption of this statement to have a material effect on our future reported financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115."  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option.  However, the amendment to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," applies to all entities with available-for-sale and trading securities.  SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements."  Management does not expect the adoption of this statement to have a material effect on our future reported financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141R”), replacing SFAS No. 141, Business Combinations (“SFAS No. 141”).  This statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination.  This statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financi al effects of the business combination.  This statement clarifies that acquirers will be required to expense costs related to any acquisitions.  SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after fiscal years beginning December 15, 2008.  Early adoption is prohibited.  Management has not yet evaluated the impact, if any, that SFAS No. 141(R) will have on our financial statements.  Determination of the ultimate effect of this pronouncement will depend on our structure at the date of adoption.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51 (“SFAS No. 160”).  SFAS No.160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  Specifically, this statement requires the recognition of a noncontrolling

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interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No.160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest.  In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS No.160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No.160 is effective for fiscal years beginning on or after December 15, 2008, with retr ospective presentation and disclosure for all periods presented. Early adoption is prohibited. We currently have no entities or arrangements that will be affected by the adoption of SFAS No. 160. However, determination of the ultimate effect of this pronouncement will depend on our structure at the date of adoption.

Results of Operations

COMPARISON OF RESULTS FOR THE YEARS ENDED MAY 31, 2007 and MAY 31, 2006

Revenue

For the fiscal year ended May 31, 2007, we recognized $16,750 in ancillary revenue by providing website layout and web portal design services, as well as software licensing, despite our main web-based community portal products still being under development. For the fiscal year ended May 31, 2006, we generated no revenues.

Cost of Goods Sold

We did not incur cost of goods sold for the fiscal year ended May 31, 2007 as the work completed to earn the ancillary revenue was provided in-house.  Since we did not generate any revenue for the fiscal year ended May 31, 2006, cost of goods sold was not incurred.

Expenses

During the fiscal year ended May 31, 2007, we incurred total expenses of $56,055 comprised of selling and administrative expense of $54,515 and depreciation of $1,540; compared with total expenses of $11,954 for the same period in 2006. There was no depreciation expense for the fiscal year ended May 31, 2006.  The largest expense for both years pertained to business consulting. However, during the fiscal year ended May 31, 2007, $33,500 in business consulting expenses were incurred, as compared to $6,300 during the prior year ended May 31, 2006.

Net Income/Loss

During the fiscal year ended May 31, 2007, we incurred a net loss of $39,305 compared with a net loss of $11,954 for the fiscal year ended May 31, 2006. Our expenses for the year ended May 31, 2007 were higher than the previous fiscal year primarily due to our increased operations and expenses.

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COMPARISON OF RESULTS FOR THE PERIOD ENDED FEBRUARY 29, 2008 and FEBRUARY 28, 2007

Revenue

During the nine months ended February 29, 2008, despite our main web-based community portal products still being under development, we realized revenues starting in September 2007, for providing dating software websites of $26,263. In addition, we recognized $6,250 in ancillary revenues for software licensing. For the nine months ended February 28, 2007, we generated no revenues.

Cost of Goods Sold

During the nine months ended February 29, 2008, we incurred $20,400 in cost of goods sold expense for providing dating software websites to our clients.  Since we did not generate any revenues for the nine months ended February 28, 2007, we did not incur any cost of goods sold expense during this period.

Expenses

During the nine months ended February 29, 2008, we incurred total expenses of $126,521 comprised of selling and administrative expense of $123,935 and depreciation expense of $2,586.  For the same nine month period ended February 28, 2007, we incurred total expenses of $32,587 comprised of selling and administrative expense of $31,549 and depreciation expense of $1,038. The largest three expenses in the nine months ended February 29, 2008, besides Cost of Goods Sold expense of $20,400, were $24,000 for our website, $28,029 for legal fees and $28,061 for accounting and audit fees, compared to $21,300 for business consulting fees, the largest single expense for the nine months ended February 28, 2007.

Net Income/Loss

During the nine-month period ended February 29, 2008, we incurred a net loss of $114,408 compared with a net loss of $32,587 for the nine-month period ended February 28, 2007. Our expenses for the nine-month period ended February 29, 2008 were higher than the same period during the previous year primarily due to our increased operations.  While we did recognize revenue in the nine-month period ended February 29, 2008, we also incurred the corresponding Cost of Goods sold of $20,400, sales commissions of $4,880, website expense of $24,000, and web hosting and administration expense of $10,537.  Additionally, during the nine-month period ended February 29, 2008, we incurred legal fees of $28,029 and accounting and audit expenses of $28,060, while no such expenses were incurred for the nine-month period ended February 28, 2007.  

Liquidity and Capital Resources

Between January 4, 2005 and January 10, 2008, we raised $275,700 from the sale of our common stock under a private placement of securities. Since January 10, 2008, we have not sold additional shares.  Since inception, we derived ancillary revenue during the fiscal year ending May 31, 2007 by providing website layout and web portal design services, as well as software licensing.  Despite our main web-based community portal products still being under development, some revenues were realized in September 2007, for providing dating software websites. We have no significant assets or financial resources. The amount of working capital that we will require depends on several factors, including without limitation, the extent and timing of sales of our products and related services, future costs of development, the timing and costs associated with the expansion of our customer support capabilities, and our operating results. We anticipate the following costs in the n ext 12 months:

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Development

We estimate that the costs of developing our portal software products over the next 12 months will total approximately $81,000. This estimated cost consists of approximately

·

$36,000 in programming costs;

·

$20,000 in marketing and administration costs;

·

$15,000 in legal and other professional service costs; and

·

$10,000 in other costs and expenses.

Costs Associated with Being a Reporting Company

When the registration statement in which this prospectus forms a part is declared effective by the Securities and Exchange Commission, we will be subject to public reporting requirements. We estimate that our public reporting costs for the next 12 months will be approximately $55,000, based on:

·

$15,000 for legal representation;

·

$25,000 for external auditing;

·

$5,000 for transfer agent fees; and

·

$10,000 for administrative and miscellaneous fees; including EDGAR filing fees.

Ongoing Operations

Over the next 12 months, we also expect to incur $66,000 in expenses associated with our ongoing operations, based on the following activities:

·

$3,500 for property leasing and utilities;

·

$36,000 for services provided by our officers;

·

$15,000 in other administrative charges including transfer agent fees and EDGAR filing fees;

·

$10,000 in legal representation other than that associated with our public reporting requirement; and

·

$1,500 for miscellaneous costs.

Based on anticipated product development costs of $81,000, public reporting costs of $55,000, and ongoing operations costs of $ 66,000, we believe that our planned operations for the next 12 months will require approximately $202,000 in cash. Although we anticipate continuing to generate cash from operations, if we assume that we do not generate any cash from operations, we believe that we would have sufficient cash to fund our operations for six months,  and if we were unable to do this, we may need to seek alternative sources of working capital.  

In order to ensure we continue to generate cash revenues, during the next 12 months, we intend to focus on three aspects of product development. First, we intend to complete developing and begin marketing the three portal software products that we are currently developing. Second, we intend to expand the number of plug-ins that we offer to complement our basic portal software products. Third, we intend to translate our portal software products into at least two additional languages and to develop relationships with one or more contractors who can provide ongoing programming, website design, and customer support services in the additional languages that our products have been translated into.

Any additional cash revenues that we generate from our operations will ease the burden on our cash and enable us to finance operations beyond the next six months. If we generate no cash revenues other than the $80,175 that we had available as of February 29, 2008, we will need to raise approximately $121,825 in additional funds during the next 12 months. Potential sources of such working capital could include senior debt facilities, new lines of credit, bank financings or additional sales of our securities. If we raise funds through the sale of other securities, the common stock currently outstanding would be diluted. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, or marketing of our products, or otherwise curtail or discont inue our operations, which could have a material adverse effect on our business, financial condition and results of operations.

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At our fiscal year end of May 31, 2007, our total assets were $368,799, our total liabilities were $49,483, and stockholders’ equity was $319,316.

As of May 31, 2007, we had total current assets of $212,119.  The current assets breakdown for the period consisted of cash and cash equivalents of $202,332, accounts receivable of $7,500, and prepaid expenses and deposits of $2,287.

As of May 31, 2007, we had total current liabilities of $49,483.  The current liability breakdown for the period consisted of accounts payable and accrued liabilities of $36,233, revenue received in advance of $6,250, and a convertible loan of $7,000.

As of May 31, 2007, our stockholders’ equity was $319,316.  The stockholders’ equity breakdown for the period consisted of common stock at $0.001 par value of $34,386, paid-in-capital of $343,314, and deficit accumulated during the development state of $58,384.

At February 29, 2008, our total assets were $244,211, our total liabilities were $29,303, and stockholders’ equity was $214,908.

As of February 29, 2008, we had total current assets of $87,685.  The current assets breakdown for the period consisted of cash and cash equivalents of $80,175 and prepaid expenses and deposits of $7,510.

As of February 29, 2008, we had total current liabilities of $29,303.  The current liability breakdown for the period consisted of accounts payable and accrued liabilities of $22,303 and a convertible loan of $7,000.

As of February 29, 2008, our stockholders’ equity was $214,908.  The stockholders’ equity breakdown for the period consisted of common stock at $0.001 par value of $34,415, paid-in-capital of $353,285, and deficit accumulated during the development stage of $172,792.

Material Commitments for Capital Expenditures

On March 11, 2005, we issued a convertible debenture in the principal amount of $7,000 to one of our selling security holders. The debenture is unsecured and bears interest at a rate of 10% per annum.  The instrument is convertible at the option of the Company into our common stock at a rate of $0.05 per share, and may be redeemed at any time prior to maturity at the option of the holder should certain conditions prevail.  The debenture was initially due March 10, 2008, however it was extended on the same terms to March 10, 2010.  The holder of the debenture has signed agreements waiving interest accrued from March 11, 2005 through to March 10, 2006 and from March 11, 2006 through to March 10, 2007.  

On March 1, 2006, we entered into a business consulting agreement with an independent contractor.  The fees payable to the consultant for provision of the services was $25 per hour payable within 30 days following receipt of an invoice from the consultant setting out the numbers of hours of service performed. The term of this contract is for a period of six months. On September 1, 2006, this agreement was renewed for a further 12 months at an increased hourly rate of $100 per hour.

On March 14, 2007, we entered into a lease agreement with The Intelligent Office. The lease is for a period of 12 months beginning March 14, 2007 with the option to renew. The lease was renewed on March 14, 2008 for an additional 12 months.  The lease payment is approximately $160 per month.

On September 1, 2007, we entered into a web hosting and system administration service agreement with an independent third party.  The term of the contract is for a period of six months, except if either party provides written notice of renewal prior to termination in which case the term shall be extended for 12 months.  We must pay a monthly fee of $1,200 for ongoing maintenance and troubleshooting.  A software programming agreement was also entered into with the same independent third party under the same terms to provide programming services at pre-determined hourly rates.

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Off-Balance Sheet Transactions

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with our independent public accountant, Danziger Hochman Partners LLP, in regards to accounting and financial disclosure. Danziger Hochman Partners LLP was engaged by us on approximately August 15, 2007 and was not consulted on any matters prior to being engaged.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, ages, and positions of our officers and directors and the date of appointment of such officers and directors:

Name

Age

Positions Held                            

Since

Edvard Halupa

24

Director, Chief Technology Officer

2008

Jueane Thiessen

33

Director, President, Secretary, and Treasurer

2004

Pursuant to our Bylaws, all directors serve until such time as their successor has been elected, until they resign or until they are removed by majority vote at a meeting of our shareholders. Vacancies in the existing board of directors are filled by majority vote of the remaining directors. Officers are elected by the directors and serve until such time as their successor is appointed, until they resign or until the directors remove them.

The following is information on the business experience of our directors and officers:

Edvard Halupa has served as our Technology Manager since January 2007.  On March 27, 2008, Mr. Halupa was appointed Chief Technological Officer and elected as a director.  Mr. Halupa has extensive experience developing and managing online advertising campaigns, affiliate marketing, search engine marketing, or SEM, and knowledge of online communities and social media trends.  From August 2005 through December 2006, Mr. Halupa was Marketing Manager for Interkod Technologie s.r.o., a web-development company in Slovak Republic.  From September 2002 through July 2005, Mr. Halupa worked as a Webmaster and Freelance Marketer for clients including Technicom Computers.  Mr. Halupa devotes a minimum of 10 hours per week to activities relating to Portlogic Systems Inc. He holds a Bachelor of Arts, and recently earned a Masters Degree in Management of Information Systems from the Faculty of Management, Comenius University in Bratislava, Slovakia. & nbsp;Mr. Halupa is an Associate Member (ASI) of the Securities and Investment Institute, London, UK since January 2008, and holds a Level III Certificate in Investment Securities.

Jueane Thiessen has served as our Treasurer since June 2004 and as a director since January 2005. Ms. Thiessen served as our President from June 2004 through February 2007 and again served as our President since November 30, 2007. Ms. Thiessen has over 14 years of experience performing accounting and financial management services for accounting, property management, and marketing firms. Her recent experience includes serving as the Treasurer of Algorithmics Inc., a Toronto-based enterprise risk management firm, from November 2000 through May 2002. From May 2002 through January 2003, Ms. Thiessen was Assistant Controller to Mosaic Group Inc., a marketing consulting firm located in Toronto, Canada. From November 2004 until May 2007, Ms. Thiessen also served as a director of Foreground Image Inc., a privately held graphic design and media production company based in Toronto. From January 2003 until November 2006, she was Director of Finance of FUSE Marketing

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Group, a Toronto-based marketing consulting agency, and from November 2006 until April 2007 she served as Chief Financial Officer of the N5R Group of companies, a real estate marketing agency with operations in Canada and the United States. In addition to her work with us, Ms. Thiessen currently performs management work for UOMO Media, Inc., a publicly traded development-stage multi-channel entertainment company based in Toronto, Canada, where she was appointed as Chief Financial Officer and to the board of directors in October 2006. She also provides management work for Zacorp Holdings Inc., a privately held commercial printing company based in Toronto, Canada. Ms. Thiessen is a Certified General Accountant of the Province of Ontario, Canada. She devotes a minimum of 30 hours per week to activities relating to Portlogic Systems Inc. pursuant to her Independent Contractor Agreement with us.

EXECUTIVE COMPENSATION

Summary Compensation

The following table shows the compensation paid or accrued during the fiscal years ended May 31, 2007 and 2006 to persons who have served as our principal executive officer at any time during each of these fiscal years. None of our executive officers or other employees had total compensation exceeding $100,000 for any of the last two fiscal years. Except as listed below, there were no bonuses, other annual compensation, restricted stock awards or stock options/SARs, or any other compensation paid to the named executive officers listed. The executive officers named in the summary compensation table below are referred to herein as “named executive officers.”

Summary Compensation Table

Name and Principal Position (a)	Year Ended May 31, (b)	Salary ($) (c)	Total ($) (j)
Javed Mawji	2007	1,000	1,000
Former Principal Executive Officer (1)	2006	0	0
Jueane Thiessen	2007	3,000	3,000
Principal Executive Officer (2)	2006	0	0

Notes to table:

(1) Javed Mawji served as our President from February 1, 2007 until November 30, 2007.

(2) Jueane Thiessen served as our President from June 22, 2004 until February 1, 2007, then since November 30, 2007.

Narrative to Summary Compensation Table

Employment Agreements with Each Named Executive Officer

Javed Mawji

On May 1, 2007, we entered into an Independent Contractor Agreement with Javed Mawji for a term beginning May 1, 2007 and ending October 31, 2007. Pursuant to this agreement, Mr. Mawji performed services as our President for a minimum of 25 hours per week and was compensated at a rate of $1,000 per month.

On October 31, 2007, we entered into an Independent Contractor Agreement with Mr. Mawji for a term beginning November 1, 2007 and ending January 31, 2008. Pursuant to this agreement, Mr. Mawji

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performed services as our President for a minimum of 25 hours per week and was compensated at a rate of $1,000 per month.  On November 30, 2007, Mr. Mawji resigned.

Jueane Thiessen

On May 1, 2007, we entered into an Independent Contractor Agreement with Jueane Thiessen for a term beginning May 1, 2007 and ending October 31, 2007. Pursuant to this agreement, Ms. Thiessen performed services as our Treasurer for a minimum of 30 hours per week and was compensated at a rate of $3,000 per month.

On October 18, 2007, we entered into an Independent Contractor Agreement with Ms. Thiessen for a term beginning November 1, 2007 and ending January 31, 2008. Pursuant to this agreement, Ms. Thiessen performed services as our Treasurer for a minimum of 30 hours per week and was compensated at a rate of $3,000 per month.

On January 31, 2008, we entered into an Independent Contractor Agreement with Ms. Thiessen for a term beginning February 1, 2008 and ending July 31, 2008. Pursuant to this contract, Ms. Thiessen performs services as our President, Secretary, and Treasurer for a minimum of 30 hours per week and is compensated at a rate of $3,000 per month.    

Outstanding Equity Awards at Fiscal Year-End

No equity awards were granted during the fiscal year ended May 31, 2007 to any of our named executive officers.

We do not have any qualified or non-qualified defined benefit plans or nonqualified defined contribution plans or other deferred compensation plans. There are no contracts, agreements, plans, or arrangements that provide for payment to any of our named executive officers following or in connection with the resignation, retirement or termination of the executive officer, a change in control of our Company, or a change in the named executive officer’s responsibilities following a change in control.

Director Compensation

During the fiscal year ended May 31, 2007, we did not pay compensation to any of our directors for serving on our board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 5, 2008, the number and percentage of our outstanding shares of common stock that, according to the information supplied to us, were beneficially owned by (i) each person who is currently a director, (ii) each named executive officer, (iii) all current directors and executive officers as a group and (iv) each person who, to our knowledge, is the beneficial owner of more than five percent of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Name and Address of

Amount and Nature

Percent of

Title of Class

Beneficial Owner                   

of Beneficial Owner

Class (1)

Common

Edvard Halupa

30,000

0.1%

Stare Grunty 36, AD-F-8

Direct Ownership

Bratislava, Slovakia

842 25

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Common

Jueane Thiessen

1,250,000

3.6%

1112-155 Dalhousie Street,

Direct Ownership

Toronto, Ontario,

Canada, M5B 2P7

Common           Management as a        

1,280,000

3.7%

group including all    

Direct Ownership

executive officers

and directors (2 Persons)

Common

Fern Fair

15,000,000

43.6%

Box 185, Hythe, Alberta,

Direct Ownership

Canada, T0H 2C0

Common

Doug McClelland

5,240,000 (2)

15.2%

36C-1525 Coal Harbour Quay,

Vancouver, British Columbia,

Canada, V6G 3E7

Common

Alex Diatchine

3,490,000 (3)

10.1%

54 Walpole Street, Toronto,

Ontario, Canada, M4L 2H9

Common

JOYN Internet Communities Inc.

 (4)

2,240,000

6.5%

54 Walpole Avenue, Toronto,

Direct Ownership

Ontario, Canada, M4L 2H9

________________

(1) Based on 34,415,237 shares outstanding as of June 5, 2008.

(2) Doug McClelland beneficially owns 3,000,000 shares of common stock, or 8.7%, directly. Because Mr. McClelland is a director of JOYN Internet Communities, Inc., he is also an indirect beneficial owner of the 2,240,000 shares held directly by JOYN Internet Communities, Inc.

(3) Alex Diatchine beneficially owns 1,250,000 shares of common stock, or 3.6%, directly. Because he is the sole shareholder of JOYN Internet Communities, Inc., Mr. Diatchine is also an indirect beneficial owner of the 2,240,000 shares held directly by JOYN Internet Communities, Inc.

(4) Alex Diatchine has voting and dispositive control over the common stock JOYN Internet Communities, Inc. owns.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE

On October 31, 2005, we entered into an Asset Purchase Agreement with one of our selling shareholders, JOYN Internet Communities, Inc., to acquire all internet dating software code that JOYN had developed, including all rights to use and license the software.  In consideration for the asset received, we issued JOYN 2,240,000 shares of our common stock as well as cash of $40,000 due in installments.  The stock-based portion of this issue has been valued at $112,000, which is the fair value of the shares.   We have used this software source to model, build, and develop our portal software product.

On June 1, 2006, we entered into a Service Agreement with Brent O’Connor, one of our selling shareholders, pursuant to which Mr. O’Connor wrote a business plan and provided content for our

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website in exchange for $7,000.  In December 2007, we paid Mr. O’Connor an additional $2,000 in exchange for writing services.

On November 1, 2006, we entered into a Website Layout Services Agreement with JOYN pursuant to which we provided layout and design services for 15 websites in exchange for JOYN paying us fees of $8,000.

On April 1, 2007, we entered into a Master Software Licensing Agreement with JOYN in which we granted JOYN the right to license our online dating system software for use in conjunction with 30 portals operated by JOYN’s customers in exchange for a fixed payment to us of $7,500 for each six-month period commencing May 1, 2007.

On May 1, 2007, we entered into an Independent Contractor Agreement with Ms. Thiessen for a term beginning May 1, 2007 and ending October 31, 2007.  Pursuant to this agreement, Ms. Thiessen performed services as our Treasurer for a minimum of 30 hours per week and was compensated at a rate of $3,000 per month.  This agreement was renewed on October 31, 2007 under the same terms for a period of three months.  On November 30, 2007, Ms. Thiessen was appointed President.

On January 31, 2008, we entered into an Independent Contractor Agreement with Jueane Thiessen, our President, Secretary, Treasurer and one of our directors, for a term beginning February 1, 2008 and ending July 31, 2008.  Pursuant to this agreement, Ms. Thiessen performs services as our President, Secretary, and Treasurer for a minimum of 30 hours per week and is compensated at a rate of $3,000 per month.    

On May 1, 2007, we entered into an Independent Contractor Agreement with Javed Mawji, our former President, Secretary, and Director, for a term beginning May 1, 2007 and ending October 31, 2007. Pursuant to this agreement, Mr. Mawji performed services as our President for a minimum of 25 hours per week and was compensated at a rate of $1,000 per month.  Mr. Mawji resigned from office and as a director on November 30, 2007.

On March 27, 2008, Edvard Halupa was appointed to serve as our Chief Technological Officer and was elected to serve on our Board of Directors.  Mr. Halupa spends approximately 10 hours per week on services provided to us and is compensated at a salary of $0 for his services.

Director Independence

As of June 5, 2008, the following individuals each served as a director on our Board:

·

Ms. Jueane Thiessen; and

·

Mr. Edvard Halupa.

None of the members of our Board are “independent” directors, as defined under the standards of independence set forth in the Marketplace Rules of the NASDAQ Stock Market. We intend to apply to have our common stock traded on the Over-the-Counter Bulletin Board, or OTCBB.  The OTCBB does not require that a majority of our Board be independent.

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised Statutes, our Bylaws, and our Amended and Restated Articles of Incorporation. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of the registration of securities under this prospectus are denoted below. Please note that all amounts are estimates other than the Commission’s registration fee.

Securities and Exchange Commission registration fee      

$250

Transfer Agent fees

$2,000

Accounting fees and expenses

$7,500

Legal fees and expenses

$15,000

Miscellaneous (including EDGAR filing fees)

$1,500

_______

$26,250

We will pay all expenses of the offering listed above from cash on hand. No portion of these expenses will be borne by the selling shareholders.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes, our Amended and Restated Articles of Incorporation, and our Bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation which is not the case with our Amended and Restated Articles of Incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal profit; and

(4) willful misconduct.

Our Bylaws provide that we have the power to indemnify any of our directors or officers against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with legal proceedings if the director or officer in question: (a) acted in good faith and in a manner that he or she reasonably believed to be in the best interests of our company; (b) in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful; (c) and successfully defended himself or herself in the proceeding, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.  

We also have the power to indemnify any director or officer who is unsuccessful in defending himself or herself, provided that a determination that indemnification is proper in the circumstances is made by one

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of the following: (a) a majority vote of a quorum consisting of directors who are not parties to such proceeding; (b) independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available; (c) the affirmative vote of a majority of our shares entitled to vote represented at a duly held meeting at which a quorum is present; (d)  the written consent of holders of a majority of our outstanding shares entitled to vote excluding the shares owned by the person to be indemnified; or (e) the court in which the proceeding is or was pending, on application made by us, the person to be indemnified, or the attorney or other person rendering services in connection with the defense.

RECENT SALES OF UNREGISTERED SECURITIES

Between January 4, 2005 and January 10, 2008, we issued 34,415,237 common shares to 40 subscribers, as set out in the table below. These shares were sold for cash consideration unless noted otherwise. All of these shares were issued under the Regulation S exemption. None of the purchasers who received shares under Regulation S are U.S. persons as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S. in accordance with Rule 903(c). Subscribers to the offering under Regulation S acknowledged that the securities purchased must come to rest outside the U.S. None of the foregoing transactions involved a distribution or public offering, and no commissions were paid in connection with the sale of any such securities.

# Common

Name of Beneficial Owner

Purchase Date

Shares

Consideration (1)

Note

Richard Gallo

1/ 4/2005

500,000

$500

Eli Chornenki

1/ 7/2005

600,000

$600

Svava Stefanson

1/ 7/2005

600,000

$600

Michael Hunchberger

1/7/2005

200,000

$200

Nicolas Guezen

1/13/2005

250,000

$250

Anna Thiessen

1/13/2005

300,000

$300

Rudy Hildebrand

1/17/2005

200,000

$200

Jazz Poulin

1/24/2005

100,000

$100

Benjamin Tuff

1/24/2005

200,000

$200

Jacques Poulin

2/7/2005

100,000

$200

Jozef Gazo

5/26/2005

1,500,000

$3,000

Melanie Thiessen

7/12/2005

1,000,000

$2,000

Lorne Green

7/12/2005

225,000

$450

Lenka Gazova

7/18/2005

1,050,000

$2,100

Eva Gazova

7/19/2005

1,250,000

$2,500

Doug McClelland

7/20/2005

3,000,000

$6,000

Alex Diatchine

7/21/2005

1,250,000

$2,500

Patrick Haynes

7/22/2005

1,250,000

$2,500

Young Jun

7/25/2005

1,250,000

$2,500

Fern Fair

7/29/2005

15,000,000

$30,000

Jueane Thiessen

9/14/2005

1,250,000

$2,500

JOYN Internet Communities Inc.

10/31/2005

2,240,000

$112,000

(2)

Brenda Takabe

4/ 24/2006

10,000

$500

Keith Newport

4/26/2006

10,000

$500

Randall Thorne

4/27/2006

10,000

$500

Brent O’Connor

5/1/2006

10,000

$500

Rick Camplair

5/4/2006

10,000

$500

Javed Mawji

5/4/2006

10,000

$500

Dusan Elko

5/4/2006

150,000

$7,500

Nadezda Truppova

5/5/2006

60,000

$3,000

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Jaime Gibb

6/7/2006

10,000

$500

Ruslan Guzha

6/23/2006

10,000

$500

Iryna Huzha

6/23/2006

10,000

$500

Maxine Jones

7/22/2006

10,000

$500

Edvard Halupa

12/22/2006

30,000

$1,500

Edward Hadeed

2/22/2007

133,333

$20,000

Mohammad Shaygan

5/18/2007

100,000

$20,000

Mark Barbara

5/30/2007

165,000

$49,500

Jonathan Poulin

5/31/2007

333,333

$100,000

Michael Ji

1/10/2008

28,571

$10,000

Notes to table:

(1) The purchase prices were paid in cash on the purchase date to acquire all shares owned by the selling shareholder, except where indicated otherwise by a note.

(2) On October 31, 2005, we entered into an Asset Purchase Agreement with JOYN Internet Communities, Inc. to acquire all Internet dating software code that JOYN had developed, including all rights to use and license the software.  In consideration for the asset received, we issued 2,240,000 shares of our common stock as well as cash of $40,000 due in installments. We valued the stock-based portion of this issue at $112,000, which is the fair value of the shares.  

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this Registration Statement:

EXHIBIT      

NUMBER      DESCRIPTION

3.1*    

Articles of Incorporation, dated June 22, 2004.

3.2*

Amendment to Articles of Incorporation, dated September 28, 2004.

3.3*

Amendment to Articles of Incorporation, dated October 11, 2005.

3.4*

Amended and Restated Articles of Incorporation, dated August 21, 2007.

3.5*   

Bylaws, dated June 22, 2004.

5.1*    

Legal Opinion of Amy Trombly, Esq.

10.1

Membership Agreement between the Company and Intelligent Office, dated March 14, 2007 (filed herewith).

10.2   

Convertible Debenture issued by the Company to Edward Hadeed, dated March 11, 2005 (filed herewith).

10.3

Asset Purchase and Sale Agreement between the Company and JOYN Internet Communities Inc., dated October 31, 2005 (filed herewith).

10.4

Service Agreement between the Company and Brent O’Connor, dated June 1, 2006 (filed herewith).

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10.5

Website Layout Services Agreement between the Company and JOYN Internet Communities Inc., dated November 1, 2006 (filed herewith).

10.6

Web Portal Design Agreement between the Company and Metapoint Technologies Corp., dated March 1, 2007 (filed herewith).

10.7

Master Software Licensing Agreement between the Company and JOYN Internet Communities Inc., dated April 1, 2007 (filed herewith).

10.8

Independent Contractor Agreement between the Company and Javed Mawji, dated May 1, 2007 (filed herewith).

10.9

Independent Contractor Agreement between the Company and Jueane Thiessen, dated May 1, 2007 (filed herewith).

10.10

Website Hosting and System Administration Services Agreement between the Company and Euroweb Technologie s.r.o., dated September 1, 2007 (filed herewith).

10.11

Software Programming Service Agreement between the Company and Euroweb Technologie s.r.o., dated September 1, 2007 (filed herewith).

10.12

Independent Contractor Agreement between the Company and Jueane Thiessen, dated October 18, 2007 (filed herewith).

10.13

Independent Contractor Agreement between Jueane Thiessen and the Company, dated January 31, 2008 (filed herewith).

10.14 

Form of Share Subscription Agreement entered into with each of the selling shareholders (filed herewith).

10.15

Membership Agreement between the Company and Intelligent Office, dated March 14, 2008 (filed herewith).

10.16

Side Letter Agreement between the Company and Edward Hadeed, dated May 30, 2008 (filed herewith).

21.1

Subsidiaries of the Company (filed herewith).

23.1   

Consent ofDanziger Hochman Partners LLP regarding audited financial statements for the years ended May 31, 2007 and May 31, 2006, and the period from June 22, 2004 to May 31, 2005 (filed herewith).

23.2*   

Consent of Amy Trombly, Esq. (contained in Exhibit 5.1).

* to be filed by amendment

Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

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UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purposes of determining liability under the Securities Act of 1933 to any purchaser

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of this registration as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a) (1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be a part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in this prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however; that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(5)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a cour t of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Toronto, Province of Ontario, Canada, on June 5, 2008.

Portlogic Systems Inc.

By:

/s/ Jueane Thiessen                 

/s/ Edvard Halupa

Jueane Thiessen

Edvard Halupa

Principal Executive Officer,

Chief Technology Officer, and Director

Principal Accounting Officer, President,

Treasurer, and Director

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EX-10

Intelligent Office

Work Anywhere … Professionally

MEMBERSHIP AGREEMENT

Dated as of the 14^th March 2007

Client Information

Legal Name of Client: Portlogic Systems Inc.

Billing Contact: Javed Mawji

Address: 1111 – 155 Dalhousie Street

City, Province: Toronto, Ontario

Postal Code: M5B 2P7

Email: jmawji@portlogicystems.com

Telephone No. Assigned: N/A

Business Phone: 416 832 9829

Fax:

Cell Phone: same

Your signature below indicates your acceptance of the Terms and Conditions stated below

CLIENT

/s/ Javed Mawji

Signature (Authorized Signing Officer)

ACCEPTED BY

/s/  [Illegible]

Signature (Authorized Signing Officer)

GUARANTOR

Signature

GUARANTOR

Signature

TERMS AND CONDITIONS

The following Terms and Conditions and the attached Schedules form a binding agreement between the above-named Client (the "Client") and Intelligent Office ('IO"):

1. Definitions. Where used herein or in any schedules

(a) "Active Notification" means the telephone message hereto, the following terms shall have the following system used by IO to notify the Client of unchecked meanings: telephone messages;

Version date: March 14, 2006

(b) "IO Premises" means the business premises of IO located at 100 King Street West, Suite 5700, Toronto, ON, M5X 1K7 and;

(c) "Office Premises" means the office and meeting space that IO provides and maintains for use by the Client.

2. Term. The term of this agreement will commence on the date hereof, and continue for a period of 1 year (the 'Term").

3. Renewal. If throughout the Term the Client shall have fully complied with all of the terms and conditions of this agreement, this agreement shall, unless terminated for default, automatically continue until terminated in writing by either party in accordance with Section 11. The Client acknowledges and agrees that the rates charged by IO for the Services may change from time to time, upon notice to the Client, after the end of the Term.

4. Services Provided by IO. IO agrees to provide the Client with any or all of the following services on a nonexclusive basis, as selected and paid for by the Client:

(a) office premises services, including mail handling services, the use of office and meeting space, photocopier machines, telephones and facsimile machines and access to mailroom facilities, as more fully described in Schedule " B to this agreement;

(b) telephone message service through the Active Notification system, as more fully described in

Schedule "C" to this agreement;

(c) telephone answering service employing live receptionists to answer the Client's business telephone calls in a professional, efficient and courteous manner; and

(d) directory service whereby IO arranges to have the Client's name, phone number and address printed in the telephone directory, including the White and Yellow Pages business listings, as well as on the directory board for the Office Premises, such services more fully described in Schedule "D" to this agreement.

The services listed in this Section 4 are hereinafter collectively referred to as the "Services".

5. Authorizations / Acknowledgements from the Client. The Client hereby authorizes IO to perform such tasks as are necessary to provide any or all of the Services to the Client, including, but not limited to handling mail that is delivered to the IO Premises.

The Client hereby acknowledges receipt of the number of mailbox keys ("Keys") indicated in Schedule "B" and that he/she/it will be required to pay $5.00 for each Key in addition to that number.

The Client acknowledges and agrees that if all Keys are not returned to IO upon termination of this agreement, or specifically upon the termination of the provision of mail handling services by IO to the Client, the Client will be required to pay a re-keying fee in the amount of $50.00.

The Client further acknowledges and agrees that he/she/it will be required to pay to IO a fee in the amount of $5.00 per month for the provision of mail handling services by IO to each company or individual name that differs from the name of the Client

6. Obligations of the Client. In return for the provision of any or all of the Services by IO, the Client shall pay to IO throughout the Term and any renewal thereof, a monthly fee in the amount specified in Schedule "A" (subject to change as specified in Section 3), which amount shall be based upon the services provided by IO, such fee to be payable in arrears on or before the tenth (10th) day of every month, for the month for which payment is being made.

The Client shall follow and comply with any reasonable instructions given by IO to the Client relating to the Office Premises and take all reasonable measures to prevent damage to the Office Premises.

7. Payment Terms. IO shall provide the Client with an invoice reflecting the monthly fee owing by the Client to IO on or about the first (1st) day of every month. Such invoice will be sent by IO to the Client at the most current e-mail address provided by the Client to IO. The Client acknowledges and agrees that it must promptly inform IO of any changes to its e-mail address and/or other contact information to ensure that it receives all necessary communications from IO, including, but not limited to, monthly invoices. In the event that the first (1st) day of the month is a Saturday, Sunday, or statutory holiday in the province of Ontario, IO shall send the monthly invoice to the Client via e-mail on the preceding Friday, or other day which is not a statutory holiday.

The Client may choose to receive its monthly invoices from IO via Canada Post regular mail. If the Client chooses to receive its monthly invoices from IO via regular mail, an additional $3 will be included on each such invoice. All amounts due to IO by the Client shall bear interest after the due date at a rate of five percent (5%), calculated and payable monthly, not in advance, both before and after default, expiration or termination of this agreement for any reason whatsoever.

Unless otherwise indicated, all amounts listed in this agreement are in, and are to be paid in, the currency of Canada. Any and all amounts expressed as being payable pursuant to this agreement are exclusive of any applicable taxes that the Client is required to pay.

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The Client shall pay all amounts owing to IO by way of electronic funds transfer, cheque or credit card, subject to IO's consent.. IO reserves the right to charge a security deposit or billing fee, in an amount specified by IO from time to time, for fees paid by the Client. If IO chooses to require payments owing to IO by way of electronic funds transfer, the Client agrees to provide any documentation, including but not limited to pre-authorized payment forms, required by IO's bankers, from time to time.

8. Confidentiality. IO acknowledges that throughout the Term and any renewal thereof, it may receive confidential information relating to the Client's business affairs ("Confidential Information"). IO agrees during and after the Term to use all reasonable efforts to maintain the confidentiality of all Confidential Information, and not to disclose any Confidential Information whatsoever other than as may be required by law, to enable IO to provide any or all of the Services to the Client, and not to use any Confidential Information for its own or a third party's benefit or in any manner not specifically approved in writing by the Client.

9. Non-Solicitation. Neither the Client nor the Guarantor will, without IO's prior written consent, during the one (1) year period following the expiration or termination of this agreement, directly or indirectly, hire, solicit, interfere with or entice away, from IO, any employee of IO. In the event of a breach of the restriction contained in this paragraph, the Client agrees to pay to IO as liquidated damages, and not as a penalty, a sum equal to twenty percent (20%) of the employee's annual salary as of such employee's last day of employment with IO, such payment shall be due and payable on written demand.

10. Events of Default. IO has the right to terminate this agreement, without prejudice to any other legal right or remedy, if the Client is in default of its obligations hereunder and fails to rectify the default within three (3) business days of receiving written notice from IO detailing the Client's default. Without limitation, "default" includes any failure by the Client to timely pay amounts due hereunder or otherwise breach any term or condition of this agreement.

11. Termination without Default. Either party may terminate this agreement without cause or reason by providing the other party with thirty (30) days prior written notice of its intent to terminate the agreement. In the event of termination by the Client prior to the end of the Term, the Client will be charged an early termination fee equal to the value of the monthly fees for two (2) months of service.

12. Effect of Termination. On the expiration or termination of this agreement for any reason, IO will immediately discontinue the provision of the Services then being provided to the Client and within seven (7) days following the effective date of termination or expiration the Client will account to IO for all amounts then due and unpaid.

13. Survival. All provisions of this agreement which by their nature survive the expiration or termination hereof, including without limitation, those set out in Sections 8 through 13 shall survive the expiration or termination hereof.

14. Assignment. This agreement may not be assigned by the Client without the prior written consent of IO.

15. No Liability. The Client acknowledges and agrees that, except where IO's employees display gross negligence, IO shall not be liable or obligated in any manner for any exemplary, special, incidental or consequential damages of any kind (including loss profits) regardless of the form of action, whether in contract, tort, negligence, strict product liability, or otherwise, even if IO has been informed of the possibility of such damages in advance. IO's entire liability to the Client for damages concerning performance or nonperformance hereunder or in any way related to the subject matter of this agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the value of the monthly fees paid under this agreement.

16. Indemnification. The Client agrees, during and after the Term to indemnify and save IO and its affiliates, and their respective directors, shareholders, officers, employees and agents harmless from any and all liabilities, losses, claims, demands, costs, penalties, fines and actions of any kind or nature whatsoever which they may suffer by reason of any breach, violation or non-performance by Client of any law, regulation, or term or condition of this agreement.

17. Severability. If any provision of this agreement is held to be invalid or unenforceable in whole or in part, all other provisions herein shall be unaffected thereby and separately valid and enforceable to the fullest extent permitted by law.

18. Notice. All notices, consents, statements, or other communications required or permitted to be given hereunder shall be in writing, and shall be delivered personally, by facsimile or by registered mail, postage prepaid, to the receiving party at its address as stated on this agreement, or at such other address as may be given by the receiving party to the other in writing from time to time. Such notices shall be deemed to have been given on the second business day following mailing or, if delivered personally or by facsimile, on the day of delivery if a business day or, if not a business day, on the next business day.

19. Applicable Law. This agreement will be construed in accordance with and governed by the laws of the province of Ontario.

20. Legal Relationship. The parties hereto hereby acknowledge and agree, that, except as expressly provided in this agreement each is an independent contractor, that no party shall be considered to be the agent, representative, master or servant of any other party hereto for any purpose whatsoever, and that no party has any authority to enter into

(Version Date: March 14. 2006)

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any contract, assume any obligations or to give any warranties or representations on behalf of any other party hereto. Nothing in this agreement shall be construed to create a relationship of partners, joint venturers, fiduciaries, or any other similar relationship among the parties.

21. Entire Agreement. This agreement and any schedules are the entire agreement between the parties, and supersedes all previous agreements and understandings between the parties, relating to the subject matter hereof

22. Binding Agreement. This agreement will enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

23. Joint and Several. If two or more individuals, corporations, partnerships or other entities (or any combination of two or more thereof) shall sign or be subject to the terms and conditions of this agreement as the Client or as Guarantor, the liability of each of them under this agreement shall be deemed to be joint and several.

24. Guarantee and Indemnity. In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars ($2) and other good and valuable consideration, (the receipt and sufficiency whereof is hereby acknowledged by Guarantor) Guarantor hereby unconditionally guarantees to IO that the Client will pay all amounts to be paid and otherwise observe and perform all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and IO and/or any of its affiliates. If the Client shall default in making any such payments or in the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance. Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates.

Guarantor acknowledges reviewing all of the provisions of this agreement and agrees to be bound by all of the provisions hereof insofar as applicable to him or her, including without limitation, the provisions of Section 9 which, by his or her execution of this agreement, he or she covenants and agrees to abide by and be bound by.

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REVISED SCHEDULE "A"

Detailed Membership Information

Monthly

Install

Reception & Space Services

Membership Package: Facilities

120

90

Additional Members: 1

20

20

Branch Office: (location)

Access Codes:  

  Copy Code (no install chg): Y N  After Hours Access ($15 Install) Y N

Business Services: (list details on separate business services agreement)

Miscellaneous Services: (please list)

Telephone Services

ID code: Y   N

1-800 number:

Custom number:

Transaction box:

Additional voicemails:

Active notification:

Other telephone services: Custom Operator

Mail Services

Mailbox size:

Mail Forwarding Services: ___  x per ___

Additional Company Names:

Directory Services

Telephone Directory Listing:

Lobby Directory Listing:

Monthly $140.00 + Deposit $140.00 + Install $110.00 = TOTAL $390 + GST = $413.40

Version date: March 14, 2006

SCHEDULE "B"

Office Premises Services

Instructions for Use of Photocopier:

• Enter code ( - - - -) into keypad and press the ID Key.

• Select copy settings.

• Make copies.

• After copies are made, press ID "Clear" button on right-hand keypad to clear code.

• Your assigned code will only work on the copier if you have elected to have a copy code.

• Please be advised that the copier will need to warm up before use to ensure proper functioning.

Accessing the Office Premises to Check Mail:

• Swipe access card on keypad outside mailroom door on the East Side of the main door.

• When you hear a "click", you will be able to enter.

• Please ensure that door shuts securely behind you.

• All clients with facilities membership will receive a code to access mail.

Accessing the Office Premises to Use a Meeting Room After Hours:

• Swipe Card on outside keypad on the Front Door of the office.

• When you hear a "click", you will be able to enter.

•  Please ensure that the door shuts securely behind you.

•  When you are meeting with a client after hours, you should advise the client that you will be answering the main door.

Instructions for Use of Telephone / Fax Machine:

• Dial '9' for an outside line and dial as you normally would.

• If you send a fax, write your company name on the transmittal sheet, and leave on the front Reception desk.

• If you use the laser printer, write the number of pages printed on the sheet next to printer.

General Instructions:

• Please clean all areas used by your company and clients.

• Turn off any appliance used.

• Turn off lights before leaving.

PLEASE NOTE: In order to enter the Office Premises after regular business hours, you will need to have a security swipe card in your possession.

Mailbox Details:

Mailbox Number: ___________

Pkg Notification: (√) Yes ( )No

Number of Keys: ___________

Fax Notification: ( ) Yes ( ) No

PLEASE NOTE: Package and Fax Notification are .50 cents per call.

The following is a list of all individuals/company names that will receive mail at 100 King Street West, Toronto, ON, MSX 1C7:

1.

2.

3.

4.

Version date: March 14, 2006

SCHEDULE "C"

Telephone Message Service

Days per Week that the Client will be Notified of Telephone Messages:

Time of Day the Client will be Notified of Telephone Messages:

Telephone Number used to contact the Client regarding Telephone Messages:

Type of Telephone of Client used to accept Notification of Telephone Messages:

Instructions for Use of Active Notification System:

• The Active Notification system will notify you of unchecked messages every 30 minutes for 3 hours until you log into your voicemail box. If your line is busy, Active Notification will alert you every 15 minutes for 2 hours.

• If you have chosen a cell phone for notification purposes, DO NOT turn it off If you do, it will disable your notification temporarily.

• The Active Notification should re-enable the next time you log into your voicemail, but may  require reprogramming.

• Please be advised that if you use a cell service in which circuits are regularly busy, the notification may shut itself off. Again, it should re-enable the next time you log into your voicemail, but may require reprogramming. If you require assistance, please

call Intelligent Office at (416) 915-3131.

Version date: March 14, 2006

SCHEDULE "D"

Directory Service

Telephone Directory:

• Unless otherwise stated, address will be 100 King Street West, Toronto, ON, M5X 1C7.

• Client's information as it will appear in the Telephone Directory (Characters per line = 32 maximum including commas, spaces, etc.)

Company Name: __________________________________________________

Address (if different): ______________________________________________

Telephone Number to be Listed: ______________________________________

Yellow Pages Category: _____________________________________________

Lobby Directory:

• Client's name as it will appear on the directory board (Characters per line = 32 maximum including commas, spaces, etc.)

Company Name:

________________________________________________________________

• The Telephone Directory Listing will appear immediately in the Online Directory and the 411 Directory and will appear in the White and Yellow Pages Business Listings when the new book is issued and remains thereafter until removal is requested by the listed business.

• The Lobby Listing will appear at the beginning of the next month and will remain in effect until removal is requested by the listed business or the provision of services by Intelligent Office is terminated. If the request to remove / termination of any listing occurs mid-month, the listing will remain in effect until the end of the month. The monthly fee cannot be prorated for a partial month. No special or emboldened fonts are available for use in the lobby directory.

• Revisions to the original listings can be accepted up to five (5) days before the end of the month. Re-Installation charges will apply to any changes made to your directory listings. Intelligent Office reserves the right to determine appropriate configurations of text appearing in the directories to ensure a professional appearance. Listings will appear alphabetically.

Legal*2018785.1

Version date: March 14, 2006

EX-10

Dated: March 11, 2005

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

PORTLOGIC SYSTEMS INC.

Convertible Debenture

$7,000

Due March 10, 2008

     This Convertible Debenture (the “Debenture”) is issued by PORTLOGIC SYSTEMS INC., a Nevada corporation (the “Obligor”), to Edward Hadeed of Soldier Bay Circle, Blue Waters Antigua, West Indies (the “Holder”), pursuant to that certain Subscription Agreement (the “Subscription Agreement”) of even date herewith.

     FOR VALUE RECEIVED, the Obligor hereby promises to pay to the Holder or its successors and assigns the principal sum Seven Thousand Dollars ($7,000) in the lawful currency of the United States together with accrued but unpaid interest on or before March 10, 2008 (the “Maturity Date”) in accordance with the following terms:

     Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to ten percent (10%). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest hereunder will be paid to the Holder or its assignee (as defined in Section 4) in whose name this Debenture is registered on the records of the Obligor regarding registration and transfers of Debentures (the “Debenture Register”) commencing the first day of the first month immediately following the date hereof (“Scheduled Payments”). .

     Payments. Payment of accrued interest, in arrears, shall be due on each anniversary of the term of the Debenture until the Maturity Date (“Scheduled Payments”). Payment of principal shall be due on the Maturity Date. All payments in respect of the indebtedness evidenced hereby shall be made in collected funds, and shall be applied to principal, accrued interest and charges and expenses owing under or in connection with this Debenture in such order as the Holder elects, except that payments shall be applied to accrued interest before principal. Notwithstanding the foregoing, this Debenture shall become due and immediately payable, including all accrued but unpaid interest, upon an Event of Default (as defined in Section 2 hereof).

     Right of Redemption. If the average bid price of the of the Obligor’s Common Stock, as reported by Bloomberg, LP, is less than the Conversion Price on any particular day, the Obligor at its option shall have the right, with three (3) business days advance written notice (the “Redemption Notice”), to redeem a portion or all amounts outstanding under this Debenture prior to the Maturity Date or any Scheduled Payment date in an amount equal to the principal amount outstanding and accrued interest being redeemed,

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plus a redemption premium of twenty percent (20%) (“Redemption Premium”) of the amount redeemed (collectively referred to as the “Redemption Amount”). The Obligor shall deliver to the Holder the Redemption Amount on the third (3^rd) business day after the Redemption Notice.

     In the event that the Obligor redeems a portion of the amount outstanding under this Debenture, or the Holder converts a portion of the principal amount outstanding and accrued interest under this Debenture as contemplated herein, the Obligor shall be entitled to an off-set of the amount of principal and accrued interest due pursuant to the Schedule Payment equal to the amount of principal and accrued interest redeemed or converted (the “Offset Amount”). In such event the Obligor shall still be obligated to make a Scheduled Payment reduced by the Offset Amount as contemplated hereunder.

     Notwithstanding the foregoing, in the event that the Obligor has elected to redeem a portion of the outstanding principal amount and accrued interest under this Debenture, the Holder shall still be entitled to effectuate Conversions as contemplated hereunder.

     This Debenture is subject to the following additional provisions:

     Section 1. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.

     Section 2. Events of Default.

               (a)      An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

                         (i)      Any default in the payment of the principal of, interest on or other charges in respect of this Debenture, free of any claim of subordination, as and when the same shall become due and payable (whether on a Scheduled Payment due date, a Conversion Date or the Maturity Date or by acceleration or otherwise);

                         (ii)      The Obligor shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) hereof) or any Transaction Document (as defined in Section 4) which is not cured with in the time prescribed;

                         (iii)      The Obligor or any subsidiary of the Obligor shall commence, or there shall be commenced against the Obligor or any subsidiary of the Obligor, any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Obligor or any subsidiary of the Obligor commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Obligor or any subsidiary of the Obligor or there is commenced against the Obligor or any subsidiary of the Obligor any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Obligor or an y subsidiary of the Obligor is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Obligor or any subsidiary of the Obligor suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Obligor or any subsidiary of the Obligor makes a general assignment for the benefit of creditors; or the Obligor or any subsidiary of the Obligor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Obligor or any subsidiary of the Obligor shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Obligor or any subsidiary

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of the Obligor shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Obligor or any subsidiary of the Obligor for the purpose of effecting any of the foregoing;

                         (iv)      The Obligor or any subsidiary of the Obligor shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Obligor or any subsidiary of the Obligor in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

                         (v)      The Obligor or any subsidiary of the Obligor shall be a party to any Change of Control Transaction (as defined in Section 4);

                         (vi)      The Obligor shall provide notice to the Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversions of this Debenture in accordance with the terms hereof;

                         (vii)      The Obligor shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within three (3) days after notice is claimed delivered hereunder;

                (b)      During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election, immediately due and payable in cash, provided however, the Holder may request (but shall have no obligation to request) payment of such amounts in Common Stock of the Obligor. If an Event of Default occurs and remains uncured, the Conversion Price shall be reduced to 20% of the Conversion Price described in section 3(c)(i). In addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture at any time after (1) an Event of Default or (2) the Maturity Date at the Conversion P rice then in-effect. The Holder need not provide and the Obligor hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Upon an Event of Default, notwithstanding any other provision of this Debenture or any Transaction Document, the Holder shall have no obligation to comply with or adhere to any limitations, if any, on the conversion of this Debenture or the sale of the Underlying Shares.

     Section 3. Conversion.

          (a)      (i)       Conversion at Option of Holder.

               (A)      This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (as defined in Section 4) (subject to the limitations on conversion set forth in Section 3(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (1) the outstanding amount of this Debenture to be converted by (2) the Conversion Price (as defined in Section 3(c)(i)). The Obligor shall deliver Common Stock certificates to the Holder prior to the Fifth (5^th) Trading Day after a Conversion Date.

               (B)      Notwithstanding anything to the contrary contained herein, if on any Conversion Date: (1) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or

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held as treasury stock, is insufficient to pay principal and interest hereunder in shares of Common Stock; (2) the Common Stock is not listed or quoted for trading on the OTC.BB or on a Subsequent Market; (3) the Obligor has failed to timely satisfy its conversion; or (4) the issuance of such shares of Common Stock would result in a violation of Section 3(a)(ii), then, at the option of the Holder, the Obligor, in lieu of delivering shares of Common Stock pursuant to Section 3(a)(i)(A), shall deliver, within three (3) Trading Days of each applicable Conversion Date, an amount in cash equal to the product of the outstanding principal amount to be converted plus any interest due therein divided by the Conversion Price and multiplied by the highest closing price of the stock from date of the conversion notice till the date that such cash payment is made.

     Further, if the Obligor shall not have delivered any cash due in respect of conversion of this Debenture or as payment of interest thereon by the fifth (5^th) Trading Day after the Conversion Date, the Holder may, by notice to the Obligor, require the Obligor to issue shares of Common Stock pursuant to Section 3(c), except that for such purpose the Conversion Price applicable thereto shall be the lesser of the Conversion Price on the Conversion Date and the Conversion Price on the date of such Holder demand. Any such shares will be subject to the provisions of this Section.

               (C)      The Holder shall effect conversions by delivering to the Obligor a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”). The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor in order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Obligor shall maintain records showing the principal amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error.

                    (ii)      Certain Conversion Restrictions.

               (A)      A Holder may not convert this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Obligor the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Obligor shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods describ ed in Section 3(a)(i)(A) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other Holders shall be unaffected by any such waiver.

          (b)      (i)       Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Obligor 's failure to deliver certificates representing shares of

4

Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

                         (ii)      In addition to any other rights available to the Holder, if the Obligor fails to deliver to the Holder such certificate or certificates pursuant to Section 3(a)(i)(A) by the fifth (5^th) Trading Day after the Conversion Date, and if after such fifth (5^th) Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a “Buy-In”), then the Obligor shall (A) pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (1) the Holder's total purchase price (including brokerage commissions, if any) fo r the Common Stock so purchased exceeds (2) the product of (x) the aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue multiplied by (y) the market price of the Common Stock at the time of the sale giving rise to such purchase obligation and (B) at the option of the Holder, either reissue a Debenture in the principal amount equal to the principal amount of the attempted conversion or deliver to the Holder the number of shares of Common Stock that would have been issued had the Obligor timely complied with its delivery requirements under Section 3(a)(i)(A). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures with respect to which the market price of the Underlying Shares on the date of conversion was a total of $10,000 under clause (A) of the immediately preceding sentence, the Obligor shall be required to pay the Holder $1,000. The Ho lder shall provide the Obligor written notice indicating the amounts payable to the Holder in respect of the Buy-In.

               (c)      (i)      The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be equal $0.05, which may be adjusted pursuant to the other terms of this Debenture.

                         (ii)      If the Obligor, at any time while this Debenture is outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Obligor, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the de nominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

                         (iii)      If the Obligor, at any time while this Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price, then the Conversion Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants (plus the number of additional shares of Common Stock offered for subscription or purchase), and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants, p lus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Conversion Price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. However, upon the expiration of any such right, option or warrant to purchase shares of the Common Stock the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such right, option or warrant shall expire and shall not have been exercised, the

5

Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such rights or warrants) had the adjustment of the Conversion Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such rights, options or warrants actually exercised.

                         (iv)      If the Obligor or any subsidiary thereof, as applicable, at any time while this Debenture is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”) entitling any Person to acquire shares of Common Stock, at a price per share less than the Conversion Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which is issued in connection with such issuance, be entitled to receive shares of Common Stoc k at a price per share which is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price), then, at the sole option of the Holder, the Conversion Price shall be adjusted to mirror the conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Obligor shall notify the Holder in writing, no later than one (1) business day following the issuance of any Common Stock or Common Stock Equivalent subject to this Section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. No adjustment under this Section shall be made as a result of issuances and exercises of options to purchase shares of Common Stock issued for compensatory purposes pursuant to any of the Obligor's stock option or stock purchase plans.

                         (v)      If the Obligor, at any time while this Debenture is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Conversion Price at which this Debenture shall thereafter be convertible shall be determined by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Closing Bid Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Bid Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

                         (vi)      In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holder of this Debenture shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Obligor into which the then outstan ding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture could have been converted immediately prior to such reclassification or share exchange would have been entitled, or (B) require the Obligor to prepay the outstanding principal amount of this Debenture, plus all interest and other amounts due and payable thereon. The entire prepayment price shall be paid in cash. This provision shall similarly apply to successive reclassifications or share exchanges.

6

                         (vii)      The Obligor shall maintain a share reserve of not less than 100% of the shares of Common Stock issuable upon conversion of this Debenture; and within three (3) Business Days following the receipt by the Obligor of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Obligor shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.

                         (viii)      All calculations under this Section 3 shall be rounded up to the nearest $0.0001 of a share.

                         (ix)      Whenever the Conversion Price is adjusted pursuant to Section 3 hereof, the Obligor shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

                         (x)      If (A) the Obligor shall declare a dividend (or any other distribution) on the Common Stock; (B) the Obligor shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Obligor shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Obligor shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Obligor is a party, any sale or transfer of all or substantially all of the assets of the Obligor, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Ob ligor shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Obligor; then, in each case, the Obligor shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be mailed to the Holder at its last address as it shall appear upon the stock books of the Obligor, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which i t is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day calendar period commencing the date of such notice to the effective date of the event triggering such notice.

                         (xi)      In case of any (1) merger or consolidation of the Obligor or any subsidiary of the Obligor with or into another Person, or (2) sale by the Obligor or any subsidiary of the Obligor of more than one-half of the assets of the Obligor in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggre gate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such transaction and the Conversion Price in effect immediately prior to the

7

effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.

               (d)      The Obligor covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Obligor as to reservation of such shares set forth in this Debenture) be issuable (taking into account the adjustments and restrictions of Sections 2(b) and 3(c)) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Obligor covenants that all shares of Common Stock th at shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, and nonassessable.

               (e)      Upon a conversion hereunder the Obligor shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Closing Bid Price at such time. If the Obligor elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

               (f)      The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such Debenture so converted and the Obligor shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Obligor the amount of such tax or shall have established to the satisfaction of the Obligor that such tax has been paid.

               (g)      Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to the Company, to:

Portlogic Systems Inc.

Suite 1112, 155 Dalhousie Street

Toronto, Ontario, Canada  M5B 2P7

Attention: Jueane Ji

If to the Holder:

Edward Hadeed

Solder Bay Circle

Blue Waters Antigua

West Indies

or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable

8

evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

     Section 4. Definitions. For the purposes hereof, the following terms shall have the following meanings:

     “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or in Canada or a day on which banking institutions in either country are authorized or required by law or other government action to close.

     “Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Obligor, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Obligor (except that the acquisition of voting securities by the Holder shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Obligor which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Obligor or any subsidiary of the Obligor in one or a series of related transactions with or into another entity, or (d) the execution by the Obligor of an agreement to which the Obligor is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).

     “Commission” means the Securities and Exchange Commission.

     “Common Stock” means the common stock of the Obligor and stock of any other class into which such shares may hereafter be changed or reclassified.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Original Issue Date” shall mean the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture.

     “Closing Bid Price” means the price per share in the last reported trade of the Common Stock on the OTC or on the exchange which the Common Stock is then listed as quoted by Bloomberg, LP.

     “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

      “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

     “Trading Day” means a day on which the shares of Common Stock are quoted on the OTC.BB or quoted or traded on such Subsequent Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

     “Transaction Documents” means the Subscription Agreement or any other agreement delivered in connection with the Subscription Agreement.

9

     “Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

     Section 5. Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Obligor, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Obligor. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein. As long as this Debenture is outstanding, the Obligor shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlyi ng Shares to the extent permitted or required under the Transaction Documents; or (iii) enter into any agreement with respect to any of the foregoing.

     Section 6. This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Obligor, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Obligor, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

     Section 7. If this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute and deliver, in exchange and substitution for and upon cancellation of the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Obligor.

     Section 8. This Debenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the parties consents to the jurisdiction of the courts of Ontario sitting in the City of Toronto, Province of Ontario, and any applicable federal court of Canada, in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

     Section 9. If the Obligor fails to strictly comply with the terms of this Debenture, then the Obligor shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

     Section 10. Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

     Section 11. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted

10

rate of interest. The Obligor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Obligor from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Obligor (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

     Section 12. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

     Section 13. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

     IN WITNESS WHEREOF, the Obligor has caused this Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

PORTLOGIC SYSTEMS INC.

By:  /s/ Jueane Ji

       Jueane Ji

       President

11

EXHIBIT “A”

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Debenture)

TO:

     The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Debenture into Shares of Common Stock of Portlogic Systems Inc., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:

Applicable Conversion Price:

Signature:

Name:

Address:

Amount to be converted:

$

Amount of Debenture unconverted:

$

Conversion Price per share:

$

Number of shares of Common

Stock to be issued:

Please issue the shares of

Common Stock in the following name and to the following address:

Issue to:

Authorized Signature:

Name:

Title:

Phone Number:

Broker DTC Participant Code:

Account Number:

12

EX-10

ASSET PURCHASE AND SALE AGREEMENT

between

JOYN INTERNET COMMUNITIES INC.,

Seller

and

PORTLOGIC SYSTEMS INC.,

Purchaser

ASSET PURCHASE AGREEMENT (this "Agreement") dated as of October 31, 2005, between JOYN Internet Communities Inc., a Canadian corporation ("Seller"), and Portlogic Systems Inc., a corporation incorporated under the laws of Nevada ("Purchaser").

RECITALS

Whereas the Seller is in the business of developing, marketing and licensing Internet dating portal software, and the Purchaser desires to acquire from the Seller, and the Seller desires to sell to the Purchaser, this software and all rights to use this software on the terms and subject to the conditions set forth in this Agreement

Now therefore, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. In addition to the phrases defined throughout this Agreement, the following definitions shall apply for purposes of this Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined):

(a) "Encumbrances" means, to the extent applicable, all claims, liens (including liens for taxes), mortgages, security interests, leases, options, rights of first refusal or first offer, easements, or other similar encumbrances.

(b) "Permitted Encumbrances" means Encumbrances that (i) are liens for taxes not yet due and payable, (ii) do not, individually or in the aggregate, materially detract from the value of the assets to which they attach, (iii) are mechanics', carriers', materialmens’, landlords', workers', or other similar liens incurred in the ordinary course of business or

Asset Purchase and Sale Agreement

Page 1 of 11

(iv) relate to assets owned by customers or third parties that are used by the Seller in its operations.

ARTICLE II

THE ASSET PURCHASE AND PAYMENT

2.1. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, conveys, assigns, transfers, and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and agrees to execute any additional forms or agreements necessary to effect the foregoing, and the Purchaser hereby purchases from Seller, the following (collectively the “Purchased Assets”):

(a) all source, executable, html, e-commerce, Cold Fusion, SQL, and all other code pertaining to the internet dating software that the Seller has developed or has been using in connection with its dating software licensing business, including the Easy Dating Portal System (collectively the “Software”);

(b) all rights to sell, develop, license, dispose of, or otherwise use the Software in any way that the Purchaser chooses;

(c) all marketing tools, brochures, catalogs, art work, photographs, advertising material, trade secrets, work notes, market studies, consultant's reports (and similar materials), business documents, copyrights, trademarks, patents, and other intellectual property used by the Seller in connection with or produced for use with the Software, whether in electronic form or otherwise, excluding any websites of the Seller provided that such websites do not use any of the foregoing content or material;

(d) all of the Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders, and approvals necessary for developing, licensing, and operating the Software;

2.2. The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to the Purchaser:

(a) cash and cash equivalents and similar type investments;

(b) leases and contracts, except as is otherwise specifically transferred pursuant to the terms of this Agreement;

(c) corporate minute books and stock books;

(d) except as otherwise provided herein, any of the Seller's assets not associated with the Purchased Assets;

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(e) furniture, fixtures, and equipment of the Seller;

(f) share capital of the Seller; and

(g) customer lists, sales data, or mailing lists of the Seller.

2.3. In consideration of the transfer to the Purchaser of the Purchased Assets, the Purchaser shall pay and cause to be delivered to the Seller the following, valued in the aggregate at $152,000 (collectively the “Purchase Price”):

(a) 2,240,000 restricted shares in the common capital stock of the Purchaser valued at $0.05 per share or a total of $112,000, to be delivered on October 31, 2005;

(b) $10,000 previously delivered;

(c) $10,000 by October 31, 2005;

(d) $10,000 by November 30, 2005; and

(e) $10,000 by March 31, 2006.

2.4. The Seller shall not acquire any registration rights over the shares to be delivered by the Purchaser pursuant to Section 2.3 (a) above, provided that the Seller or the Purchaser each may, in its own discretion and at its own expense, arrange for the registration of the shares for trading in the public market.

2.5. Except for Permitted Encumbrances and as otherwise provided in this Section 2.5, the Seller shall transfer the Purchased Assets to the Purchaser free and clear of all Encumbrances, and the Purchaser shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for any liabilities or obligations of the Seller except as otherwise agreed to in writing by the Purchaser. The Purchaser shall not assume and shall not be liable for, and the Seller shall retain and remain solely liable for and obligated to discharge, and indemnify the Purchaser harmless against, all liabilities, obligations, or costs, including:

(a) any liability for: (i) breaches by the Seller or any of its respective direct or indirect subsidiaries of any instrument, contract, or purchase order to which the Seller is a party immediately prior to the date of this Agreement; and (ii) any payments or amounts due under or any cause of action arising out of any instrument, contract, or purchase order to which the Seller is a party immediately prior to the date of this Agreement;  

(b) any liability or obligation for taxes attributable to or imposed upon the Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Purchased Assets, including, without limitation, any taxes payable by the Seller that are attributable to or arise from the transactions contemplated by this Agreement;

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(c) any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of the Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to affiliates of the Seller;

(d) any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the date of this Agreement by or on behalf of the Seller or any of its direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws;

(e) any liability of the Seller or any of its direct or indirect subsidiaries incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby;

(f) any liability or expense relating to employees or employment contracts to which the Seller is a party immediately prior to the date of this Agreement, including vacation pay, employee tax and other deductions, employment insurance, termination payments, and any other employee benefits; and

(g) any costs or expenses of the Seller or any of its direct or indirect subsidiaries incurred in connection with shutting down, uninstalling, decommissioning, and removing equipment not purchased by the Purchaser.

2.6. From and after the date of this Agreement, upon written request from Purchaser, the Seller shall execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may reasonably be required to sell, assign, transfer, vest, convey, and deliver full right, title and interest in, and possession of, the Purchased Assets to Purchaser and to otherwise consummate the transactions contemplated hereby. The Seller shall provide reasonable evidence of valid title to such of the Purchased Assets as the Purchaser may reasonably request in writing following execution of this Agreement, in form and substance reasonably satisfactory to the Purchaser.

2.7. Upon execution of this Agreement, the Seller shall deliver to the Purchaser any assignments, and any required consents to assignment, that it has obtained in respect of any contracts to which it was a party immediately prior to the date of this Agreement and that this Agreement explicitly specifies are being assigned to the Purchaser, duly executed by parties having the authority to so assign or consent to assign, in form and substance reasonably satisfactory to the Purchaser, as well as a written confirmation from such third parties that the contracts are in good standing.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Purchaser as follows:

3.1. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

3.2. The Seller has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by or on the part of Seller to authorize such execution, delivery and consummation have been duly and properly taken. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with its terms. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby will not violate any applicable law, or conflict with, result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation of an Encumbrance on any of the properties or assets of the Seller pursuant to the corporat e charter or by-laws of the Seller or any indenture, mortgage, lease, agreement or other instrument to which the Seller is a party or by which its properties or assets are bound. No material approval, authorization, consent or other order or action of or filing with any person, entity or court, administrative agency or other governmental body in the United States of America and Canada is required for the execution and delivery by the Seller of this Agreement or the consummation by the Seller of the transactions contemplated hereby.

3.3. There is no action, suit, investigation, order, judgment, or proceeding pending or, to the knowledge of the Seller, threatened against or affecting Seller that, individually or when aggregated with one or more other actions, suits, orders, judgments or proceedings, has or might reasonably be expected to have a material adverse effect on the Seller's ability to perform any of its obligations under this Agreement.

3.4. The Seller does not have any contingent or undisclosed obligations or liabilities relating to the Purchased Assets, other than obligations or liabilities (i) that are disclosed in this Agreement, or (ii) that are not material to the financial condition of the Purchased Assets.

3.5. To the Seller’s knowledge, other than the consents and government approvals obtained by the Seller and provided to the Purchaser, no licenses or other consents from, or payments to, any other person are or will be necessary for the Purchaser to use or operate the Purchased Assets in a business similar to the business that has been operated by the Seller has in the operation of the Seller’s business or for any other business purpose.

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3.6. To the Seller’s knowledge, except as provided in this Agreement, no restrictions will exist on the Purchaser’s right to sell, resell, license or sublicense any of the Purchased Assets or engage in the business included in the Purchased Assets, nor will any such restrictions be imposed on the Purchaser as a consequence of the transactions contemplated by this Agreement or by any agreement referenced in this Agreement.

3.7. The Seller validly owns the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances and no action, claim, suit, or proceeding has been brought against the Seller or, to the knowledge of the Seller, has been threatened against the Seller with respect to any material part of the Purchased Assets.

3.8. Neither the development, manufacture, marketing, license, sale, or use of the Purchased Assets violates or will violate any license or agreement to which the Seller is a party or infringes or, to Seller's knowledge will infringe, any copyright, patent, trademark, service mark, trade secret, or other intellectual property or other proprietary right of any other person or entity. All registered intellectual property (including without limitation trademarks, domain names, service marks, patents and copyrights) included within the Purchased Assets is valid and subsisting.

3.9.  There is no pending or threatened claim against the Seller or litigation contesting the validity, ownership or right to use, sell, license, or dispose of any of the Purchased Assets (including without limitation any intellectual property) necessary or required for the conduct of business using the Purchased Assets in a manner similar to that of the Seller nor, to the Seller's knowledge, is there any basis for any such claim, nor has the Seller received any notice asserting that the Purchased Assets (including without limitation the intellectual property) or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to the Seller's knowledge, is there any basis for any such assertion.

3.10. To Seller's knowledge, there is no material unauthorized use, infringement, or misappropriation on the part of any third party of the Purchased Assets (including without limitation any intellectual property).

3.11. The Seller is not subject to any judgment, order, writ, injunction, or decree of any court or any Federal, provincial, state, local, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, or any arbitrator that materially affects the operation of a business using the Purchased Assets similar to the business that has been operated by the Seller.

3.12. The required disclosures of the Seller made in this Agreement and the schedules attached hereto are complete and accurate in all material respects, and the required disclosures do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser represents and warrants to the Seller as follows:

4.1. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

4.2. The Purchaser has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by or on the part of the Purchaser to authorize such execution, delivery, and consummation have been duly and properly taken. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid, and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. No material approval, authorization, consent, or other order or action of or filing with any person, entity or court, administrative agency, or other governmental body in the United States of America or Canada is required for the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby.

4.3. There is no action, suit, investigation, order, judgment, or proceeding pending or, to the knowledge of the Purchaser, threatened against or affecting Purchaser that, individually or when aggregated with one or more other actions, suits, orders, judgments or proceedings, has or might reasonably be expected to have a material adverse effect on the Purchaser's ability to perform any of its obligations under this Agreement.

4.4. The required disclosures of the Purchaser made in this Agreement and the schedules attached hereto are complete and accurate in all material respects, and the scheduled disclosures do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.

ARTICLE V

NON-COMPETITION OF SELLER

5.1. For a period of one year following the date hereof, the Seller shall not, without the written consent or the Purchaser, directly or indirectly, as principal, investor, or in any similar capacity, disrupt or attempt to disrupt any present or prospective relationship, contractual or otherwise, between the Purchaser and any of its licensors, licensees, clients, customers, suppliers, employees or other related parties.

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ARTICLE VI

FURTHER COVENANTS AND AGREEMENTS

6.1. If at any time it is necessary that a party be furnished with additional information, documents or records relating to the Purchased Assets in order properly to prepare or support its tax returns or other documents or reports required to be filed with governmental authorities or any securities exchanges or otherwise for any purpose in connection with the performance or discharge by the parties of their obligations hereunder, and such information, documents or records are in the possession or control of the other party, such other party agrees to use all reasonable efforts to furnish or make available such information, documents or records (or copies thereof).

6.2. Each party shall bear its own expenses incurred in connection with the transactions contemplated hereby.

6.3. Each party shall indemnify and hold the other party harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonable attorneys' fees) (collectively, "Damages") relating to any misrepresentation or warranty contained in this Agreement or breach of this Agreement on the part of the first party. This indemnification shall terminate and be of no further force and effect one year from the date hereof, except as to any representation or warranty as to which a written notice of claim for indemnification has been given to the indemnifying party prior to the expiration of such one-year period. Neither party shall be liable pursuant to this section for any amounts that in the aggregate exceed the Purchase Price.

6.4. The Seller shall pay all sales, use, excise and/or transfer taxes due with respect to the purchase and sale of the Purchased Assets.

6.5. The Seller agrees to direct to the Purchaser any inquiries received by the Seller within two years after the date hereof regarding the Purchased Assets.

ARTICLE VII

GENERAL PROVISIONS

7.1. Notices. All notices and other communications hereunder shall be in writing and shall, in the absence of earlier receipt, be deemed to have been duly given (i) if delivered personally, on delivery at the address of the relevant party; (ii) if sent by registered mail, five clear business days after the date of posting; and (iii) if sent by facsimile when dispatched (provided that the sender retains a mechanical or electronically generated confirmation of the successful transmission of such facsimile). Notices under this Agreement shall be sent to a party at its address or number and for the attention of the individual set out below:

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(a)   If to the Purchaser, to:

Portlogic Systems Inc.

92 King Street East, Suite 1008

Toronto, Ontario

Canada, M5C 2V8

Attention: Jueane Thiessen

Facsimile: (416) 913-1244

(b)   If to the Seller:

JOYN Internet Communities Inc.

75 Dalhousie Street, Suite 1102

Toronto, Ontario, Canada

M5B 2R9

Attention:  Alex Diatchine

Facsimile: (866) 858-5383

6.2. Interpretation. When a reference is made in this Agreement of a Section, such reference shall be to a Section of this Agreement unless otherwise indicated, and the words "hereof," "herein" and "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

6.3. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

6.4. Entire Agreement; No Third-Party Beneficiaries. This Agreement, including the documents and instruments referred to herein: (i) represents the complete understanding, both written and oral, among the parties with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties any rights or remedies hereunder.

6.5. Assignment. The Purchaser may assign this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Seller without the prior written consent of the Purchaser. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

6.6. Currency. All amounts indicated herein are in the lawful currency of the United States, unless otherwise specified.

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6.7. Severability. It is the desire and intent of the Parties that the provisions of this Agreement be enforced to the fullest extent permissible under law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be either automatically deemed so narrowly drawn, or any court of competent jurisdiction is hereby express ly authorized to redraw it in that manner, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.8. Remedies and Waivers. No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall (i) affect that right, power or remedy; or (ii) operate as a waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law unless stated expressly.

6.9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

6.10. Enforcement of this Agreement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the Province of Ontario, this being in addition to any other remedy to which they are entitled at law or in equity.

6.11. Consent to Jurisdiction. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the parties hereto specifically consent and agree that the courts of the Province of Ontario and/or the Federal Courts located in the Province of Ontario shall have jurisdiction over each of the parties hereto and over the subject matter of any such proceedings, and the venue of any such action shall be in the City of Toronto, Ontario.

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*   *   *   *   *

IN WITNESS WHEREOF, the Purchaser and Seller have executed this Agreement as of the date first written above.

PORTLOGIC SYSTEMS INC.

/s/ Jueane Thiessen_______________

Authorized Signatory: Jueane Thiessen

Title: President

JOYN INTERNET COMMUNITIES INC.

/s/ Alex Diatchine

Authorized Signatory: Alex Diatchine

Title: President

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EX-10

SERVICE AGREEMENT

THIS AGREEMENT made, entered into and effective as of June 1, 2006 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc. a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Brent O’Connor, of 1603-71 Simcoe Street, Toronto, Ontario, Canada, M5J 2S9 (the "Service Provider")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES, FEES AND PAYMENT

1.1. The Company engages the Service Provider as an independent contractor to provide the services described in Schedule ‘A’ attached hereto and the Service Provider agrees to perform such Services.

1.2. In consideration of the full performance of the Services, the Company shall pay to the Service Provider, by cheque or other method acceptable to both parties, US$7,000 within thirty (30) days of completion of the Services (the “Fees”).

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the date set forth on the Effective Date and, unless otherwise terminated pursuant to Article 2.2, shall terminate when all obligations of the parties set out hereunder have been performed (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, if:

(a) the Service Provider fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Service Provider in this Agreement is untrue or

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incorrect; or

(c) the Service Provider breaches any covenant in this Agreement,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Service Provider, and if such option is exercised, the Company will not be under any further obligation to the Service Provider except to pay to the Service Provider such fees as the Service Provider may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provisions of this Agreement, the provisions of Articles 4, 5, and 6 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Service Provider will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Service Provider to perform certain of the Services on behalf of the Company, then the Service Provider will, in that context, be the agent of the Company, as the case may be.

3.2. The Company may, from time to time, give such instructions to the Service Provider as it considers necessary in connection with the nature of the Services that the Service Provider is required to provide, which instructions the Service Provider will follow, but the Service Provider will not be subject to the control of the Company in respect to the manner in which such instructions are carried out.

3.3. Subject to compliance with the provisions of this Agreement, the Service Provider may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Service Provider from its commitment to providing the Services to the Company; or prevent the Service Provider from providing the Services in a timely and competent manner.

3.4. The Service Provider shall maintain, provide, and retain at its own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but may, upon request of the Company, perform the Services at the Company’s premises or using the Company’s equipment. Unless express permission is given by the Company, the Service Provider shall not remove any of the Company’s equipment from the Company’s premises.

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3.5. The Service Provider shall be responsible for the payment of all taxes associated with payment of the Fees.

ARTICLE 4: OWNERSHIP OF WORK AND RETURN OF PROPERTY

4.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Service Provider will be, at all times, the exclusive property of the Company. The Service Provider shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Service Provider of the provision of the Services; and

(c) upon the request, at any time, by the Company.

4.2. The Service Provider agrees that upon termination of this Agreement, it shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in its possession, charge, control or custody.

4.3. The Service Provider hereby assigns to the Company its entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Service Provider or developed or acquired by it during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Service Provider agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Service Provider shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

4.4. The Service Provider agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Service Provider will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Service

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Provider will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 5: CONFIDENTIALITY

5.1. The Service Provider acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Service Provider from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Service Provider must disclose pursuant to the requirements of law, provided that the Service Provider provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Service Provider agrees to furnish only that portion of the information that it is advised by its legal counsel in writing that it is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

5.2. The Service Provider acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

5.3. The Service Provider agrees that it will treat as confidential and will not, without the prior written consent of a majority of the Company’s board of directors (excluding the Service Provider in the event that the Service Provider is a member of the board of directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s

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purposes and benefit.

5.4. The Service Provider agrees that during the term of contract and for twelve (12) months thereafter, it shall not use, directly or indirectly, any Confidential Information for its own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 6: COMPANY’S REMEDIES AND ARBITRATION

6.1. The Service Provider agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Service Provider.  

6.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, it shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, on a solicitor and own client basis, as well as all applicable taxes paid and disbursements incurred from the Service Provider.

6.3. The parties each agree to make use of the facilities of the Province of Ontario Small Claims Court system in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada (or equivalent in other currency), in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 6.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 7: NOTICES

7.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) six days after being sent by registered mail (return receipt requested).

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7.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

155 Dalhousie Street, Suite 1112

Toronto, Ontario

Canada  M5B 2P7

Attention:

President

(b) To the Service Provider:

Brent O’Connor

1603-71 Simcoe Street

Toronto, Ontario

Canada  M5J 2S9

7.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of this Article, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 8: GENERAL

8.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

8.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

8.3. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

Service Agreement

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8.4. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

8.5. Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

8.6. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

8.7. Assignment. The Company may assign this Agreement without the Service Provider’s consent. The Service Provider shall not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

Service Agreement

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*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Brent O’Connor

/s/ Jueane Thiessen____________

/s/ Brent O’Connor__________

(Authorized signature)

Brent O’Connor

Name: Jueane Thiessen

Title: President

Service Agreement

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Schedule ‘A’

Services

The Service Provider is engaged to provide the following business consulting services according to specifications provided by the Company, which shall include:

1)

Research the industry of the Company and, based on this research, write a formal business plan of at least 10 double-spaced, typed, 12 point font pages based on oral and written specifications provided by the Company

2)

prepare text for up to 10 webpages specified by the Company based on the business plan, excluding layout and graphic design which is to be developed by the Company

Service Agreement

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EX-10

WEBSITE LAYOUT SERVICES AGREEMENT

THIS AGREEMENT made, entered into, and effective as of November 1, 2006 (the “Effective Date”).

BY AND BETWEEN:

JOYN Internet Communities Inc., a company incorporated under the laws of Canada (the "Company")

AND:

Portlogic Systems Inc., a company incorporated under the laws of the State of Nevada (the "Service Provider")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES, FEES AND PAYMENT

1.1. The Company engages the Service Provider as an independent contractor to provide the following services (the “Services”), and the Service Provider agrees to perform such Services.

- Layout of 15 online dating and social network websites (with each individual base URL being a “Site”) based on text, graphics, and other content and backend provided by the Company

1.2. In consideration of the performance of the Services, the Company shall pay to the Service Provider US$8,000.00 (the “Fees”) plus any applicable taxes, by cheque, wire transfer, or other method acceptable to the Service Provider.

1.3. The Fees shall be due and payable upon the earlier of 60 days following completion of all Services or May 31, 2007. Interest shall accrue on unpaid amounts at the lower of 10% per year or the highest amount allowed by law.

1.4. If the Company has requested that the Service Provider perform Services for fewer than 15 Sites by March 31, 2007, the Fees payable shall be pro-rated based on the number of Sites completed divided by 15.

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ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the date set forth on the Effective Date and, unless otherwise terminated pursuant to Article 2.2, shall terminate when all obligations of the parties set out hereunder have been performed (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, if either party:

(a) fails to comply with any provision of this Agreement; or

(b) has made an untrue or incorrect representation or warranty in this Agreement is untrue or incorrect; or

(c) breaches any covenant in this Agreement,

then, and in addition, to any other remedy or remedies available to the other party. the other party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the breaching party, and if such option is exercised, the other party will not be under any further obligation to the breaching party except to pay to the breaching party such fees and expenses as the breaching party may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provisions of this Agreement, the provisions of Articles 4, 5, and 6 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Service Provider will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Service Provider to perform certain of the Services on behalf of the Company, then the Service Provider will, in that context, be the agent of the Company, as the case may be.

3.2. The Company may, from time to time, give such instructions to the Service Provider as it considers necessary in connection with the nature of the Services that the Service Provider is required to provide, which instructions the Service Provider will follow, but the Service Provider will not be subject to the control of the Company in respect to the manner in which such instructions are carried out.

3.3. Subject to compliance with the provisions of this Agreement, the Service Provider may, at any time or times during the Term, carry on the business of providing services to the general

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public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Service Provider from its commitment to providing the Services to the Company; or prevent the Service Provider from providing the Services in a timely and competent manner.

3.4. The Service Provider shall maintain, provide, and retain at its own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but may, upon request of the Company, perform the Services at the Company’s premises or using the Company’s equipment. Unless express permission is given by the Company, the Service Provider shall not remove any of the Company’s equipment from the Company’s premises.

ARTICLE 4: OWNERSHIP OF WORK AND RETURN OF PROPERTY

4.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Service Provider will be, at all times, the exclusive property of the Company. The Service Provider shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Service Provider of the provision of the Services; and

(c) upon the request, at any time, by the Company.

4.2. The Service Provider agrees that upon termination of this Agreement, it shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in its possession, charge, control or custody.

4.3. The Service Provider hereby assigns to the Company its entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Service Provider or developed or acquired by her during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Service Provider agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Service Provider shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintai n and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

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4.4. The Service Provider agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Service Provider will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Service Provider will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 5: CONFIDENTIALITY

5.1. The Service Provider acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Service Provider from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Service Provider must disclose pursuant to the requirements of law, provided that the Service Provider provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Service Provider agrees to furnish only that portion of the information that it is advised by its legal counsel in writing that it is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

5.2. The Service Provider acknowledges and agrees that the Confidential Information developed

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or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

5.3. The Service Provider agrees that it will treat as confidential and will not, without the prior written consent of a majority of the Company’s board of directors (excluding the Service Provider in the event that the Service Provider is a member of the board of directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s purposes and benefit.

5.4. The Service Provider agrees that during the term of contract and for twelve (12) months thereafter, it shall not use, directly or indirectly, any Confidential Information for its own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 6: COMPANY’S REMEDIES AND ARBITRATION

6.1. The Service Provider agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Service Provider.  

6.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, it shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, on a solicitor and own client basis, as well as all applicable taxes paid and disbursements incurred from the Service Provider.

6.3. The parties each agree to make use of the facilities of the Province of Ontario Small Claims Court system in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 6.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

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ARTICLE 7: NOTICES

7.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) six days after being sent by registered mail (return receipt requested).

7.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

JOYN Internet Communities Inc.

54 Walpole Street

Toronto, Ontario

Canada  M4L 2H9

Attention:

President

(b) To the Service Provider:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto Ontario  M5X 1K7

Facsimile: 212-401-2850

Attention: President 

7.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of this Article, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 8: GENERAL

8.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

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8.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

8.3. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

8.4. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

8.5. Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

8.6. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

8.7. Assignment.The Company may assign this Agreement without the Service Provider’s consent. The Service Provider shall not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

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*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

JOYN Internet Communities Inc.

Portlogic Systems Inc.

/s/ Alex Diatchine_____________

/s/ Jueane Thiessen__________

(Authorized signature)

(Authorized signature)

Name: Alex Diatchine

Name: Jueane Thiessen

Title: President

Title: President

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EX-10

WEB PORTAL DESIGN AGREEMENT

THIS WEB PORTAL DESIGN AGREEMENT (this “Agreement”) made, entered into and effective as of March 1, 2007.

BY AND BETWEEN:

Metapoint Technologies Corp.. a company duly incorporated under the laws of Delaware (the “Company”)

AND:

Portlogic Systems Inc., a company duly incorporated under the laws of Nevada (the "Service Provider"),

WHEREAS the Company’s business includes performing marketing and advertising services using electronic media, and the Service Provider is in the business of designing and providing interactive online community portals and websites,

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES

1.1. The Company engages the Service Provider as an independent contractor to program and integrate into two thematic websites supplied by the Company (each a “Website”) the following interactive and portal management functions (the “Services”):

a) Membership system.

b) Message forums.

c) Newsletter distribution and uploading.

d) User-viewable calendar, event linking, and event reminders.

e) Webmaster administration, including providing seamless member management, and event posting.

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f) Interfaces to enable administrators and members edit and post new data, news, content, and links.

1.2. Excluded from the Services are the following, which shall be the sole responsibility of the Company:

a) Providing text or other front-end content.

b) Hosting.

c) Communicating with any persons accessing the Websites.

d) Updating or maintaining the Websites in any way.

1.3. The Service Provider shall ensure that the Websites that it prepares do not in any way violate any copyright or other intellectual property right of any person anywhere in the world. The Service Provider agrees to indemnify and hold harmless the Company and its members, shareholders, directors, officers, employees, agents, contractors, representatives, parent company, affiliates and subsidiaries (together, the “Indemnified Parties”) from and against any losses, costs, charges, claims, damages, suits, liabilities, fines, expenses (including reasonable legal fees and expenses), actions, or judgments, made, brought, claimed, awarded, or recovered by any person against any of the Indemnified Parties in connection with the Websites.

ARTICLE 2: FEES AND PAYMENT TERMS

2.1. In consideration for the performance of the Services, the Company shall do and pay to the Service Provider $7,500 in the lawful currency of the United States (the “Fees”), plus applicable taxes.

2.2. The Fees shall be due and payable within 30 calendar days of the date that this Agreement commences.

2.3. If any Fees payable to the Service Provider have not been received by the Service Provider in full when due, the outstanding Fees shall accrue interest at an annual rate of 15%, or the highest amount allowed by law, whichever is lower. Interest shall compound monthly until payment has been made in full.

ARTICLE 3: TERM AND TERMINATION

3.1. The term of this Agreement shall commence on the date set forth on the first page and shall terminate when all Services have been performed in full and all Fees have been paid.

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3.2. Notwithstanding any other provision of this Agreement, if either party:

(a) fails to comply with any provision of this Agreement;

(b) has made any representation or warranty in this Agreement that is untrue or incorrect;

(c) breaches any covenant in this Agreement; or

(d) fails to make any payment of Fees when due,

then, and in addition, to any other remedy or remedies available to the other party, the other party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the first party.

3.3. Notwithstanding any other provisions of this Agreement, the provisions of Article 2 and 6 and of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 4
WARRANTIES AND LIMITATION OF LIABILITY

4.1     The Service Provider warrants to the Company that the Services will be performed in a professional and workmanlike manner. The Company’s sole remedy for any breach of this warranty will be for the Service Provider, at its option, (a) to re-perform the affected Services as warranted, or (b) to refund to the Company the amount of Fees paid for that portion of Services which are defective. This express warranty is in lieu of all other representations, warranties or conditions, expressed or implied including implied warranties or conditions of merchantability, durability, description and fitness for a particular purpose.

4.2. In no event will the Service Provider be liable to the Company for any direct, indirect, incidental, special, consequential, or punitive damages in connection with this Agreement or the Services, including, but not limited to, business interruption, or loss of anticipated contracts, revenues, profits or savings, howsoever arising, whether directly or indirectly, from any contract breach, fundamental or otherwise. Without limiting the foregoing, the Service Provider will have no liability to the Company for anything done or omitted to be done, in accordance with the terms of this Agreement or instructions properly received from the Company pursuant hereto, if done in good faith and with reasonable care and without willful or wanton misconduct on the Service Provider’s part.

4.3. No action, regardless of form, arising out of any transaction under this Agreement may be

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brought by either party more than one year after the cause of action has accrued.

ARTICLE 5
OWNERSHIP OF WORK

5.1. The Service Provider agrees to assign, on an ongoing basis throughout the term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Websites, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Websites, including any materials derived therefrom or based thereon and regardless of whether any such Websites are actually used by the Company, shall from its creation be owned exclusively by the Company, and the Service Provider will not have or claim to have any rights of any kind whatsoever in such Websites. Without limiting the generality of the foregoing, Service Provider will not make any use of any of the Websites in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 6: VENUE, REMEDIES AND ARBITRATION

6.1. The parties each agree to make use of the facilities of Small Claims Court in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada (or an equivalent amount in foreign currency), in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this will be the sole and exclus ive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 7: NOTICES

7.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

7.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address or fax number, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

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(a) To the Company:

Metapoint Technologies Corp.

113 Barksdale Professional Center

Newark, DE, USA

19711

(b) To the Service Provider:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto Ontario, Canada

M5X 1K7

7.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will be conclusively deemed to be the address of the party giving such notice.

ARTICLE 8: GENERAL

8.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

8.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

8.3. Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

8.4. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each party may deliver a counterpart signature page by facsimile transmission.

8.5. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other

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covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

8.6. Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

8.7. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

8.8. Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set out at length in the body of this Agreement.

8.9. Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

8.10. Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

8.11. Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

8.12. “person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

8.13. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

8.14. Assignment. Neither party shall, without the prior written consent of the other party, assign or transfer this Agreement, in whole or in part.

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*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Concord, Ontario, Canada by signing below as of the date on the first page. 

Portlogic Systems Inc.

Metapoint Technologies Corp.

/s/ Javed Mawji______________

/s/ Young Jun______________

(Authorized signatory)

(Authorized signatory)

Name:

Javed Mawji

Name: Young Jun

Title: President

Title: President

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EX-10

MASTER SOFTWARE LICENSING AGREEMENT

THIS Master Software Licensing Agreement (this “Agreement”), dated April 1, 2007 is entered into by and between

JOYN Internet Communities Inc., a corporation organized under the laws of Canada (the “Licensee”)

AND:                     

Portlogic Systems Inc., a corporation incorporated under the laws of Nevada (the “Licensor”)

WHEREAS:

1.

The Licensor is a provider of online portal management software;

2.

The Licensee is in the business of operating one or more online interactive community websites or portals and wishes to engage the services of the Licensor and acquire certain license rights to facilitate the operation of these websites or portals; and

3.

The Licensor is willing to provide such services and license rights on the terms and conditions set forth below;

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the Parties, as hereinafter defined, hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1       In this Agreement,

“Agreement” means this Agreement, including the Schedules to this Agreement, as it or they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular section or other portion of this Agreement;

“Applicable Taxes” means any federal, state, province, and local sales, use, value added, excise, duty, tariff and any other taxes assessed with respect to the Services or Fees payable under this Agreement, but shall not include taxes based on the Licensor’s net income;

Master Software Licensing Agreement

Page 1 of 17

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the place where the registered office of the Licensor is located;

“Confidential Information” shall have the meaning set out in Article 5.1 of this Agreement;

“Customer” means any individual Person that has contracted with or will be contracting with the Licensee or one of Licensee’s customers to access the Portal Management Software;

“Customer Information” means personal information (including names, email addresses, instant messenger identifications, age, sex, telephone numbers, postal code, address), descriptions, account balances, transaction histories, payment information, and any other information provided by or relating to any Customer;

“Domain Address” means an Internet Protocol (“IP”) address owned by the Licensee or a Customer that is used by Customers and the Licensee to access the Portal Management Software;

“Effective Date” shall have the meaning set out in Article 10.1 of this Agreement;

“Event of Termination” shall have the meaning set out in Article 10.2 of this Agreement;

“Fees” means amounts that the Licensee has agreed to pay the Licensor in consideration for the provision of the Services, as set forth in Article 4 of this Agreement;

“including” means including without limitation, and “includes” means includes without limitation;

“Party” and “party” means a party to this Agreement and any reference to a Party includes its heirs, executors, administrators, successors and permitted assigns; and “Parties” means every Party;

“Payment” means the remittance of funds by the Licensee to the Licensor in accordance with this Agreement;

“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

“Portal Management Software” means all software, HTML code, web pages, websites, and designs prepared, created, or integrated by the Licensor under this Agreement for access by the Licensee and the Customers;

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“Prime Rate” means the rate of interest per annum quoted by the Bank of America from time to time as its reference rate for demand loans made in United States Dollars to its commercial customers in the United States and which it refers to as its “prime rate”, as such rate may be changed by it from time to time;

“Services” means one or more of the categories of services set out in Schedule ‘A’ to this Agreement, which services are provided by the Licensor to the Licensee;

“Term” means the time during which this Agreement is in effect, as set out in Article 10.2 of this Agreement; and

ARTICLE 2
SERVICES, DUTIES AND RESPONSIBILITIES

2.1       The Licensor shall provide, or cause to be provided, to the Licensee the services as more particularly described in Schedule ‘A’ (collectively the “Services”). The Licensee acknowledges and agrees that the scope of the Services provided by the Licensor pursuant to this Agreement is limited to those services set out in Schedule ‘A’.

2.2     The Licensee hereby agrees to fulfill all duties set out in Schedule ‘B’.

ARTICLE 3
CONDITIONS OF LICENSE AND OWNERSHIP

3.1     Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee accepts, a non-transferable right and license to use, for the Licensee’s business purposes, the Portal Management Software developed by the Licensor in accordance with the terms of this Agreement. Notwithstanding the previous sentence, the Licensee has the right to permit access to the Portal Management Software by the Customers. The Licensee’s rights shall at all times be subject to the use restrictions and copyright restrictions contained in this Agreement and required by law.

3.2     The Portal Management Software owned by the Licensor for use by the Licensee in connection with this Agreement, and any and all copyrights, trade secret rights, trademark rights, patent rights and all other intellectual and industrial property rights of any nature throughout the world relating to the Portal Management Software, including all web page designs, graphics, sounds, HTML code, and software provided by the Licensor under this Agreement and any copies thereof, and all documentation, code and logic that describes, comprises or is integrated into the Portal Management Software, shall be the sole property of the Licensor. The Portal Management Software source code and executable code shall not be accessible by the Licensee or the Customers and the Licensee is not permitted to download any source code and executable code relating to the Portal Management Software or permit any Customer to do so.

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3.3

For greater certainty, any upgrades or revisions to the Portal Management Software undertaken by the Licensor, or any Person acting for or on behalf of the Licensor shall be the property of Licensor.   

3.4     The Licensee’s rights with respect to the use of the Portal Management Software shall not extend to or include any Confidential Information of the Licensor, as set out in Article 5 below. The Licensee acknowledges and agrees that, except as otherwise expressly provided in this Agreement, it acquires no title to any Confidential Information of the Licensor.    

3.5     Customer Information, Domain Addresses, and any individual graphics, images, or other materials that the Licensee owns and provides shall remain the property of the Licensee, but the Licensee shall have no property rights in the websites, web pages, or other content accessible on any Domain Address that has been developed, created, or integrated by the Licensor. The Licensee agrees to allow the Licensor to access and use Customer Information, and to obtain all consents required by law, contract or otherwise to allow the Licensor to access and use Customer Information before making such Customer Information available to the Licensor.

3.6     The Licensee acknowledges that it may not assign, license or otherwise transfer by operation of law its rights to use of the Portal Management Software without the prior written consent of the Licensor. The Licensor may immediately terminate the Agreement without penalty if the Licensee violates this Article 3.6.

ARTICLE 4
FEES AND PAYMENT

4.1     The Licensee agrees that in consideration for the performance of the Services for each six-month period, US$7,500 (the “Fees”), plus Applicable Taxes, shall be payable to the Licensor prior to commencement of the period. Unless otherwise stated in this Agreement, no Fees shall be refundable after being paid.

4.2

All Payments shall be made by wire transfer or such other method as is acceptable to the Licensor.

4.3     If any Payment is not received by the Licensor in full by the specified date for that Payment, the outstanding Payment amount is subject to interest at an annual rate equal to the Prime Rate plus 10%, or the highest amount allowed by law, whichever is lower. Interest shall compound monthly until Payment is made in full.

ARTICLE 5

CONFIDENTIAL INFORMATION

5.1     The Parties acknowledge that in the course of performance of their respective obligations pursuant to this Agreement, each may obtain certain confidential and/or

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proprietary information of the other Party or such other Party’s affiliates or customers.  “Confidential Information” means confidential, private, or secret information of a Party in any material form and however fixed, stored, expressed or embodied and includes all information of or relating to the Licensor or the Licensee concerning past, present or future employees, employee benefits, employee relations, suppliers, customers, finances, contracts between the Licensor and Licensee, obligations, commitments, pricing, costing, products, services, marketing and product plans, know how, patents, copyrights, intellectual property, trade secrets, processes, techniques, programs, designs, formulae, compositions, drawings, computer programs, work in progress, ideas, concepts, technical and other data, together with all notes, analyses, compilations, forecasts, studies or material that contai n or otherwise reflect any of the foregoing, in each case in oral, written, graphic, electronic or any other form or medium whatsoever. Notwithstanding the foregoing, Confidential Information does not include any of the following:   

(a) data or information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) data or information that is lawfully received on a non-confidential basis by one of the Parties from a source other than the other Party or any of its respective directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; and

(c) Customer lists and other Customer Information permitted to be used by the Licensor pursuant to Article 6.4 of this Agreement.

5.2     Each of the Licensor and the Licensee acknowledges and agrees that the other Party’s Confidential Information is confidential and proprietary to the other Party and includes commercially valuable copyrighted works and trade secrets of the other Party and/or is copyrighted and proprietary property, which the other Party has the right to sell and distribute, and that, except as otherwise expressly provided in this Agreement, it acquires no title to any of the other Party’s Confidential Information. Without the other Party’s prior written consent, each of the Licensor and the Licensee agree not to use any of such Confidential Information of the other Party for any purpose other than as permitted or required under this Agreement. Without the other Party’s prior written consent, each Party to this Agreement further agrees not to disclose or provide any of such Confidential Information to any third party. This obligation of non-disclosure and confidentiality shall su rvive the expiry or termination of this Agreement.

5.3    Each Party agrees to take all reasonable steps, including but not limited to contractual and other legal means, to preserve the secrecy and confidentiality of the Confidential Information of the other Party.

5.4     The foregoing obligations of confidence and non-disclosure shall not apply to Confidential Information that must be disclosed pursuant to the requirements of law, provided that the Party required to disclose provides prompt written notice to the other

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Party so that the other Party may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Licensor or the Licensee, as the case may be, does not waive compliance with the requirements of this Agreement, the Party required to disclose will only furnish that portion of the Confidential Information that it is advised by its legal counsel in writing that it is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.

5.5     Each Party undertakes and agrees to return all documents and other materials relating to or concerning the other Party’s Confidential Information forthwith, including any copies of those documents and materials then in existence, upon the occurrence of any of the following events:

(a) On demand by the other Party;

(b) Without demand as soon as the documentation is no longer required; and

(c) Upon termination of this Agreement.

ARTICLE 6
NON-EXCLUSIVITY AND COMPETITION

6.1     The Licensee acknowledges that this is not an exclusive agreement and that the Licensor may license software similar to the Portal Management Software to other Persons that may be competing with the Licensee. Nothing in this Agreement shall limit the Licensor from entering into similar licensing consulting or service agreements with third parties who are similar to or competitive with the Licensee.  

6.2     In the absence of prior written permission from the Licensor, the Licensee will not during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, use any Confidential Information or any of the database and other information maintained by the Licensor to directly or indirectly solicit, interfere with or endeavour to direct or entice away customers from the Licensor.

6.3     In the absence of prior written permission from the Licensee, the Licensor will not, during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, directly or indirectly solicit, interfere with or endeavour to direct or entice away from the Licensee any Customer, except in the case of a breach of the Agreement by the Licensee pursuant to Article 10.2 (e), in which case the Licensor may, without penalty, solicit any individual who was a Customer of the Licensee during the Term of the Agreement.

6.4       Subject to any applicable law, the Licensor shall have the right to utilize the Customer Information for any purpose that does not conflict with the Licensee’s marketing of the businesses that the Portal Management Software is associated with or

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used in connection with. In the absence of prior written permission from the Licensee, the Licensor shall not utilize the Customer Information in the marketing of any site being operated by the Licensor, or one of its parent companies, subsidiaries, or affiliates, except in the case of a breach of the Agreement by the Licensee pursuant to Article 10.2 (e), in which case the Licensor may, without penalty, use the Customer Information for any purpose, including marketing and solicitation purposes that conflicts with the Licensee’s marketing of its businesses.

ARTICLE 7
WARRANTIES AND LIMITATION OF LIABILITY

7.1     The Licensor warrants to the Licensee that the Services will be performed in a professional and workmanlike manner. The Licensee’s sole remedy for any breach of this warranty will be for the Licensor, at its option, (a) to re-perform the affected Services as warranted, or (b) to refund to the Licensee the amount of Fees and related expenses paid for such Services.

7.2     The express warranty contained in Article 7.1 is in lieu of all other representations, warranties or conditions, expressed or implied including implied warranties or conditions of merchantability, durability, description and fitness for a particular purpose.

7.3     In no event will the Licensor, its parent company, subsidiaries, affiliates, members, shareholders, directors, officers, employees and representatives be liable to the Licensee or Customers for any direct, indirect, incidental, special, consequential or punitive damages in connection with this Agreement, the Services or the Portal Management Software, including, but not limited to, Customer payments, business interruption, or loss of anticipated contracts, revenues, profits or savings, howsoever arising, whether directly or indirectly, from any contract breach, fundamental or otherwise, or from any acts or omissions (including negligence) of employees or those for whom the Licensor is in law responsible, even if the Licensor knew or should have known of the possibility of such damages. Without limiting the foregoing, the Licensor will have no liability to the Licensee for anything done or omitted to be done, in accordance with the terms of this Agreement or instructions properly r eceived from the Licensee pursuant hereto, if done in good faith and with reasonable care and without willful or wanton misconduct on the Licensor’s part.

7.4     The Licensee acknowledges that the Licensor’s ability to perform its obligations under this Agreement is subject to government regulations and licensing of the Licensee and Licensor in whatever jurisdiction the Licensor may choose to operate.  The Licensor, its parent company, subsidiaries, affiliates, members, shareholders, directors, officers, employees and representatives shall not be held liable for any damages of any kind whatsoever that may result from changes in government legislation or policy.

7.5     The Licensor shall not be responsible for failure of performance of this Agreement due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurrences. The Licensee

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acknowledges that from time to time, as a result of hardware failure, supplier failures, or acts of God, the Services provided under this Agreement by Licensor can be temporarily disrupted. The Licensee acknowledges and agrees that neither the Licensor nor any of its members, parent company, subsidiaries, affiliates, shareholders, directors, officers, employees or representatives will be liable to the Licensee or any of the Customers for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with these temporary disruptions.

7.6     The entire liability of the Licensor, its parent company, subsidiaries, affiliates, members, shareholders, directors, officers, employees and representatives to the Licensee for damages relating to this Agreement, the Services, and the Portal Management Software, regardless of the form of action or theory of liability (including breach of contract, even if a fundamental breach, or tort, including but not limited to negligence or misrepresentation), will be limited to an aggregate amount of the lesser of the actual amount of loss or damage suffered or the amount of the Licensee’s fees payable by the Licensee to the Licensor for the six months prior to the loss.

7.7       No action, regardless of form, arising out of any transaction under this Agreement may be brought by either party more than one year after the cause of action has accrued.

ARTICLE 8
INDEMNITY

8.1     The Licensee agrees to indemnify and hold harmless the Licensor and its members, shareholders, directors, officers, employees, agents, contractors, representatives, parent company, affiliates and subsidiaries (together, the “Indemnified Parties”) from and against any losses, costs, charges, claims, damages, suits, liabilities, fines, expenses (including reasonable legal fees and expenses), actions, or judgments, made, brought, claimed, awarded, or recovered against the Indemnified Parties in connection with this Agreement, performance of the Services, and operation of the Portal Management Software, resulting from:

(a)   any action taken or permitted to be taken by any of the Indemnified Parties in good faith in reliance upon instructions, orders or information (including Confidential Information) received from the Licensee as to anything arising in connection with the Licensor’s performance of its obligations under this Agreement;

(b)   physical harm to Persons or tangible personal property and real property caused by the Licensee’s negligence;

(c)   any other negligent conduct or any fraudulent conduct of the Licensee or its directors, officers, agents or employees;

(d) any action taken by a licensing or government agency who licenses, regulates, or otherwise governs the licensing or use of Internet dating websites;

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(e) any action taken by a Person using or relying upon any advice given or publication produced and distributed by the Licensee.

ARTICLE 9
ENFORCEMENT AND ACTIONS

9.1     The Licensor reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If the Licensor becomes aware of any possible violation by the Licensee of this Agreement, any related policies or guidelines, third party rights, or laws, the Licensor may, without penalty, immediately take corrective action, including, but not limited to: (a) issuing warnings; (b) suspending or terminating the Services; (c) restricting or prohibiting any and all uses of content hosted on the Licensor’s systems; and/or (d) disabling or removing any hypertext links to third party websites, any of the Licensee’s or a Customer’s content distributed or made available for distribution via the Servi ces, or other content not supplied by the Licensor that, in the Licensor’s sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes the Licensor to civil or criminal liability or public ridicule. It is the Licensor’s policy to terminate repeat infringers. The Licensor’s right to take corrective action, however, does not obligate it to monitor or exert editorial control over the information made available for distribution via the Services. If the Licensor takes corrective action due to such possible violation, it shall not be obligated to refund to the Licensee any Fees paid in advance of such corrective action.

9.2     To comply with applicable laws and lawful governmental requests, to protect the Licensor’s systems and clients, or to ensure the integrity and operation of the Licensor’s business and systems, the Licensor may access and disclose any information it considers necessary or appropriate, including, without limitation, Customer Information, Internet Protocol addressing and traffic information, usage history, and content residing on the Licensor’s servers and systems. The Licensor also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

9.3     If some or all of the Portal Management Software provided by the Licensor for use by the Licensee is held by a court of competent jurisdiction to infringe a registered United States or Canadian copyright, trademark or patent of a third party, then the Licensor will have the option, at its expense, to:

(a) Modify the Portal Management Software to be non-infringing;

(b) Replace the infringing Portal Management Software;

(c) Obtain for the Licensee a license to continue using the infringing Portal Management Software; or

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(d) Terminate the agreement upon seven (7) days’ notice.

9.4     Article 9.3 states the Licensor’s entire liability and the Licensee’s exclusive remedy for any claim of trademark, patent or copyright infringement.

ARTICLE 10
TERM AND TERMINATION

10.1   This Agreement shall take effect when it is signed and delivered by both parties, effective as of the date set forth on the first page (“Effective Date”) and shall remain in effect until an Event of Termination occurs. 

10.2   An “Event of Termination” means any one of the following:

(a)     The Licensee provides the Licensor with written notice of intention not to renew at least one month prior to the date upon which the next payment of Fees for Services are due;

(b)     The Licensor provides the Licensee with 14 days’ written notice at any time and provides a pro-rata refund of Fees for Services based on the time remaining in the current period for which Services have been paid for;

(c)     Either party may terminate the Agreement without advance notice if the other party ceases to function as a going concern; admits in writing its inability to pay its debts generally as they become due; becomes, or is declared, bankrupt or insolvent; makes, or is deemed to have made, an assignment for the benefit of creditors; seeks the protection of any legislation for the benefit of bankrupt or insolvent debtors; a liquidator, trustee in bankruptcy, custodian, receiver, or any other person with similar powers is appointed over all or part of its assets or applied for; a petition under a bankruptcy or insolvency statute is filed by or against it; or an application is made in respect of it under a company creditors arrangement statute; and the termination of this Agreement in such circumstances shall be effective immediately prior to the occurrence of any of the foregoing events;

(d)     Without limiting its rights under Article 10.2 (b), (c), and (e), the Licensor may at any time, at its option and in its sole discretion, terminate this Agreement immediately by delivering notice in writing to the Licensee if the Licensee fails to perform any obligation under this Agreement and, if the failure is capable of remedy, and it remains un-remedied for more than 15 days after the Licensor has given notice in writing to the Licensee specifying the failure and outlining the Licensor’s requirements for its remedy;  

(e)     The Licensor may at any time, at its option and in its sole discretion, terminate this Agreement immediately by delivering notice in writing to the Licensee if the Licensee fails to make Payment within 5 days following the due date for such Payment as set out

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in Article 4; or

(f)    The Licensor provides the Licensee with 7 days’ notice upon a copyright or trademark infringement.

10.3   Upon termination of this Agreement,

(a)     the Licensee shall immediately pay all monies due and owing to the Licensor under this Agreement;

(b)     within thirty (30) days following termination of this Agreement, the Licensee shall return to the Licensor any and all of the Licensor’s materials to which Licensor has a proprietary right and are in the Licensee’s possession and/or in the possession of the Licensee‘s agents, servants and employees; and

(c)     at the later of thirty (30) days following termination or receipt by the Licensor of all monies due and owing to the Licensor under this Agreement, the Licensor shall provide the Licensee with any reasonably available Customer Information and return to the Licensee any and all of the Licensee’s materials to which Licensee has a proprietary right and are in the Licensor’s possession and/or in the possession of the Licensor‘s agents, servants and employees. Notwithstanding this clause, if the Agreement is terminated pursuant to Article 10.3 (e), the Licensor reserves the right to use Customer Information for any purpose, including those set out in Article 6.4.

10.4     The provisions of Articles 3, 5, 6, and 12 of this Agreement and all obligations of each Party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 11
NOTICES

11.1     Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

11.2     Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a)   To the Licensee:

JOYN Internet Communities Inc.

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54 Walpole Street

Toronto, Ontario

Canada  M4L 2H9

(b) To the Licensor:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto Ontario  M5X 1K7

ARTICLE 12
GENERAL TERMS

12.1   Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

12.2   Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario and will be treated in all respects as a Province of Ontario contract.

12.3   Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

12.4   Assignment. The Licensor has the right to assign, transfer or otherwise subcontract all or any part of its obligations under this Agreement without the consent of the Licensee, provided that the Licensor will remain primarily responsible for the fulfillment of its obligations hereunder. The Licensee cannot assign this Agreement without the prior written consent of the Licensor, which consent shall not be unreasonably withheld.

12.5   Relationship. The relationship between the Licensee and the Licensor is that of independent contractors only. Nothing in this Agreement shall be interpreted or deemed to constitute or create the relationship of partner, principal, agent, employee, employer, joint venturer, franchisee, legal representative or other legal relationship. No Party shall have the authority to bind the other Party or to assume or create any obligation or responsibility whatsoever on behalf of or in the name of the other Party. The Licensee will conduct its business as an independent contractor and will enter into all arrangements for the purchase of goods and services in connection with its business operations in its own name and not in the name of or on behalf of Licensor.

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12.6   Successors. This Agreement shall enure to the benefit of and be binding upon the Parties to the Agreement and their respective successors and permitted assigns.

12.7   Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each Party may deliver a counterpart signature page by facsimile transmission.

12.8   Severability. If any portion of this Agreement is declared invalid or unenforceable, it shall be severed and the remaining portion of this Agreement shall nevertheless remain in full force and effect.

12.9   Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the Party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. Any waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

12.10  Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

12.11  Time. Time is of the essence of this Agreement and of every provision hereof.

12.12  Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and the Schedules, the Schedules shall govern.

12.13  Currency. All payments to be made by the Licensee under this Agreement shall be made in the lawful currency of the United States.

12.14  Further Assurances. The Parties hereto agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

12.15  Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

IN WITNESS WHEREOF the Parties have duly executed this agreement by signing below as of the date on Page 1 of the Agreement.

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JOYN Internet Communities Inc.

/s/ Alex Diatchine

(Authorized Signatory)

Name: Alex Diatchine

Title: President

Portlogic Systems Inc.
                                                                                    

/s/ Javed Mawji

(Authorized Signatory)

Name: Javed Mawji

Title: President

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SCHEDULE ‘A’

SERVICES

In consideration of the Fees, the Licensor shall provide the following Services:

•   Discuss with the Licensee the Licensee’s needs and work with the Licensee to identify how the Portal Management Software will be implemented, for up to 5 labour hours;

•   Obtain the necessary hardware, software, and bandwidth needed to set up the Portal Management Software.

•   Develop and program the back-end of the Portal Management Software for use on up to 30 Domain Addresses selected by the Licensee, store and host it on the Licensor’s hardware systems, and provide initial setup of the Portal Management Software for online access by the Licensee and Customers at each Domain Address selected. In the event that the Licensee ceases providing services for Customers using a particular Domain Address included in the initial allocation of 30, no substitution of a different Domain Address shall be made available, nor shall the initial allocation be increased. For greater certainty, the initial allocation of 30 Domain Addresses shall not be increased and, in particular, shall apply throughout the entire Term of this Agreement and not for each individual 6 month period.

•   Store the Portal Management Software on the Licensor’s hardware.

• Provide the Licensee with renewing licenses (for periods lasting 6 months each, with the first period commencing May 1, 2007) to use the Portal Management Software in accordance with the terms of this Agreement.

•   Periodically review the Portal Management Software and perform reasonable tests to verify that it is free of errors, defects and bugs, and performs the necessary functions to properly run.

•   Upon report of any errors or problems with the Portal Management Software, temporarily suspend the Portal Management Software until the problem is fixed.

•   Comply with all statutory and other obligations in respect of carrying on the Licensor’s business.

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SCHEDULE ‘B’

DUTIES AND RESPONSIBILITIES OF THE LICENSEE

Without limiting other obligations of the Licensee set out elsewhere in this Agreement, the Licensee shall do, be responsible for, and bear all costs associated with the following:

•   Maintaining, or causing to be maintained, all Domain Addresses in good standing.

•   Provide the Licensor with access to the Domain Addresses such that the Licensor is able to edit and update the Portal Management Software and carry out its duties under this Agreement.

•   Be solely responsible for performance of all contracts with Customers or any other person entering into a contract with the Licensee in connection with the Portal Management Software. In no case shall the Licensor’s activities under this contract or correspondence with Customers be deemed to create a contractual relationship between the Licensor and any Customers.

•   Be solely responsible for performing all correspondence with and responding to Customers, and permit Customers to contact the Licensor in connection with payments made to the Licensor or any alleged violation of any contract between the Licensee and a Customer.

• Be solely responsible for the processing and collection of payments by Customers to the Licensee and all other matters pertaining to the business relationship between the Licensee and the Customers.

•   Provide any necessary translation services for the Licensor to address Customer correspondence with the Licensor or as required for the Licensor to carry out its responsibilities under this Agreement.

•   Unless otherwise permitted in writing by the Licensor, ensure that websites accessed by Customers in connection with the Portal Management Software display a statement that the website is licensed by the Licensor, as well as all proprietary rights symbols relating to the Portal Management Software such as copyright and trademark, as supplied by the Licensor (the “Symbols”).  The Symbols shall be of the exact same size and font as supplied by Licensor.

•  Ensure that the Portal Management Software is free of errors, defects and bugs and performs the necessary functions to properly run, and report any errors or problems with the Portal Management Software to the Licensor whereby the Licensor will temporarily suspend the Portal Management Software until the problem is fixed.

•   Be wholly responsible for operation of the Portal Management Software in compliance with any and all applicable state, provincial, national, and international laws.

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•   Conduct all aspects of its operations in strict compliance with all applicable laws of all relevant jurisdictions.

•   Undertake all reasonable efforts to prevent persons from using the Portal Management Software as a money-laundering vehicle.

•   Reimburse the Licensor for any monies remitted by the Licensor to the Licensee in connection with Customer payments that the Licensor has been unable to retain for any reason, including requests for refunds by Customers and fraud.

•   Without prior written permission of the Licensor, refrain from editing the Portal Management Software, its contents, Customer Information, or any other information or data relating to this Agreement that is stored on the hardware maintained by the Licensor.

•   Refrain from moving or reassigning any Domain Address, including reassignment to a third party, unless written permission is provided by the Licensor.

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EX-10

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made, entered into and effective as of May 1, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Javed Mawji of 402-281 Mutual Street, Toronto, Ontario, Canada, M4Y 3C4 (the "Consultant")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES AND PAYMENT

1.1. The Company engages the Consultant as an independent contractor to provide services described in Schedule ‘A’ attached hereto (the “Services”), and the Consultant agrees to perform such Services.

1.2. The Company will pay to the Consultant the fees indicated in Schedule ‘A’ (the “Fees”), in full payment and reimbursement for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule ‘A’ attached hereto, and the Consultant will accept such fees and expenses as full payment and reimbursement as aforesaid.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date set forth on the first page, and terminate after 6 months following the Effective Date, unless terminated prior to that date pursuant to this Article 2 (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either party giving, at any time, and for any reason, thirty (30) days prior written notice of termination to the other party, and if this Agreement is so terminated the Company will be under no further obligation to the Consultant except to pay to the Consultant such fees and expenses as

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the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provision of this Agreement, if:

(a) the Consultant fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Consultant in this Agreement is untrue or incorrect;

(c) the Consultant breaches any covenant in this Agreement; or

(d) unless given the express written consent of a majority of the Board of Directors of the Company (excluding the Consultant if he is a member of the Board of Directors), the Consultant fails to perform the Services required in full for any consecutive period of 10 calendar days,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Consultant, and if such option is exercised, the Company will not be under any further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.4. Notwithstanding any other provisions of this Agreement, the provisions of Articles 5, 6, 7, and 8 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Consultant will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Consultant to perform certain of the Services on behalf of the Company, then the Consultant will, in that context, be the agent of the Company, as the case may be.

3.2. The Board of Directors of the Company may, from time to time, give such instructions to the Consultant as it considers necessary in connection with the nature of the Services that the Consultant is required to provide, which instructions the Consultant will follow, but the Consultant will not be subject to the control of the Board of Directors of the Company in respect to the manner in which such instructions are carried out.

3.3. The Consultant will promptly pay, and be solely responsible for paying, as the same become

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due and payable as a result or consequence of monies paid or payable by the Company to the Consultant pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes, workers’ compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the State of Nevada, the Province of Ontario, the Government of Canada, the Government of the United States, and any other government or regulatory authority, agency or body.  

3.4. The Consultant agrees to indemnify and save harmless the Company and every member of the Company’s Board of Directors against and for all and any claims, assessments, penalties, interest charges and legal fees and disbursements and taxes incurred as result of having to defend same made against the Company or any member of the Company’s Board of Directors as a result of the Consultant’s failure to comply with Article 3.3 of this Agreement, or as a result of any decisions or investigations made by any government agency or body in connection with the relationship between the parties hereto.

3.5. The Consultant, as an independent contractor, is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. The Consultant will not receive any of the following or similar payments from the Company: vacation pay; holiday pay; sick pay; overtime pay; benefits; automobile allowance or company car; or (unless authorized in writing by a majority of the Board of Directors of the Company excluding the Consultant if he is a member of the Board of Directors) expense reimbursement.

3.6. Subject to compliance with the provisions of this Agreement, the Consultant may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Consultant from providing the Services to the Company; or prevent the Consultant from providing the Services in a timely and competent manner.

3.7. The Consultant will not in any manner whatsoever commit or purport to commit the Company to the payment of any money to any person except with the prior written permission of the Company.

3.8. The Consultant shall maintain, provide, and retain at the Consultant’s own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but shall be required upon request of the Company, perform the Services at the Company’s premises and/or using the Company’s equipment. Unless express permission is given by the Company, the Consultant shall not remove any of the Company’s equipment from the Company’s premises.

3.9. Subject to Article 4.4 of this Agreement, the Consultant shall be responsible for supplying and paying for the Consultant’s own office support staff, if any, in which case the Consultant shall comply with the requirements of Articles 4.2 and 4.3 of this Agreement.

3.10. The Consultant shall, at the Consultant’s own cost, obtain and maintain in force throughout

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the Term of this Agreement all certifications and licenses necessary to qualify the Consultant in connection with providing the Services in a lawful manner.

ARTICLE 4: ASSIGNMENT AND CONSULTANT STAFF

4.1. The Consultant will not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

4.2. Any and all personnel hired by the Consultant, as employees, consultants, agents, subcontractors or otherwise (collectively the "Staff") shall be the responsibility of the Consultant. The Consultant agrees to inform all Staff in writing at the time that such Staff are hired by the Consultant that such Staff are not employees of the Company and that the Company has no present or future obligation to employ such Staff or provide such Staff with any compensation or employment benefits. The Consultant will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Consultant's risk, expense, and supervision. The Consultant warrants and covenants that the Staff shall be subject to all of the obligations applying to the Consultant pursuant to this Agreement.

4.3. No contract entered into between the Consultant and any Staff will relieve the Consultant from any of the Consultant’s obligations under this Agreement or impose any obligations or liability upon the Company to any Staff.

4.4. Notwithstanding any other provision of this Agreement, the Company reserves the right to restrict or prohibit the engagement of any Staff hired by the Consultant to assist with providing the Services, if the Company reasonably deems that such person is impairing or will impair the execution or completion of the Services in a competent or timely manner.

ARTICLE 5: OWNERSHIP AND RETURN OF PROPERTY

5.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Consultant shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Consultant of the provision of the Services; and

(c) upon the request, at any time, by the Company.

5.2. The Consultant agrees that upon termination of this Agreement, he shall at once deliver to

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the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in the Consultant’s possession, charge, control or custody.

ARTICLE 6: CONFIDENTIALITY

6.1. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Consultant from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Consultant must disclose pursuant to the requirements of law, provided that the Consultant provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Consultant agrees to furnish only that portion of the information that he is advised by the Consultant’s legal counsel in writing that the Consultant is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

6.2. The Consultant acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

6.3. The Consultant agrees to treat as confidential and will not, without the prior written consent of a majority of the Company’s Board of Directors (excluding the Consultant in the event that the Consultant is a member of the Board of Directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any

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Confidential Information other than for the Company’s purposes and benefit.

6.4. The Consultant agrees that during the term of contract and for twelve (12) months thereafter, the Consultant will not use, directly or indirectly, any Confidential Information for the Consultant’s own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 7: CONFLICT AND NON-COMPETITION

7.1. The Consultant shall not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Consultant or the actual knowledge of the Consultant, give rise to a conflict of interest between the obligations of the Consultant, under this Agreement, and the obligations of the Consultant to such other person.

7.2. If the Consultant is asked by any person otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Consultant might result in the Consultant breaching Article 7.1, then the Consultant shall forthwith notify the Company’s Board of Directors of the particular circumstances and the Company’s Board of Directors will thereafter promptly notify the Consultant whether or not the Consultant may, in light of those circumstances and Article 7.1, perform that service.

7.3. The Consultant agrees that he will not, without the prior written consent of the Company, at any time within twelve (12) months following termination of this Agreement, on the Consultant’s own behalf, or on behalf of any person competing or endeavouring to compete with the Company, directly or indirectly solicit, endeavour to solicit, or seek to gain the custom of, canvass, or interfere with any person that

(a) is a customer of the Company as of the date of termination of this Agreement;

(b) was a customer of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or

(c) has been pursued as a prospective customer by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not determined to cease all such pursuit. 

7.4. The Consultant agrees and confirms that the restrictions in Article 7.3 are reasonable and waives all defences to the strict enforcement of them by the Company.

7.5. The Consultant agrees and confirms that Articles 7.3 (a), 7.3 (b), and 7.3 (c) are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall attach only to the covenant or covenants as determined, and all other such covenants shall

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continue in full force and effect.

ARTICLE 8: COMPANY’S REMEDIES AND ARBITRATION

8.1. The Consultant agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Consultant.  

8.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, the Company shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, as well as all applicable taxes paid and disbursements incurred from the Consultant.

8.3. The parties each agree to make use of the facilities of Small Claims Court in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 8.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 9: NOTICES

9.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

9.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

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(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario

M5X 1K7  Canada

Attention: Board of Directors

(b) To the Consultant:

Javed Mawji

402-281 Mutual Street

Toronto, Ontario

M4Y 3C4, Canada

9.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of paragraph 9.1, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 10: OWNERSHIP OF WORK

10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, m aintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by

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the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 11: GENERAL

11.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

11.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

11.3. Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

11.4. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each party may deliver a counterpart signature page by facsimile transmission.

11.5. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

11.6. Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

11.7. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

11.8.

Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set

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out at length in the body of this Agreement.

11.9.

Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

11.10. Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

11.11. Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.12. “Person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

11.13. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Javed Mawji

/s/ Jueane Thiessen____________

/s/ Javed Mawji_____________

(Authorized signature)

Name: Jueane Thiessen

Title: Treasurer

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Schedule ‘A’

Services

The Consultant is engaged as the President of the Company. Duties include:

a) managing and directing daily operations of the Company pursuant to the directives of the Board of Directors and performing such other duties as may be assigned from time to time by the Board of Directors;

b) performing the duties customarily associated with the role of a President, including acquisitions, divestitures, investor relations and overall management of the company subject to the policies or direction of the Company’s Board of Directors;

c) fully informing the Board of Directors, upon request from time to time, of the matters and things done, and to be done, by the Consultant in connection with the provision of the Services and, if so requested by the Board of Directors, submitting such information in writing in a timely manner; and

d) devoting a minimum of 25 hours per week, each week, to perform the Services.

Fees

The Fees payable to the Consultant for provision of the Services shall be $1,000.00 in the lawful currency of the United States per month (or a pro-rated amount for any partial months during which the Services are performed), payable within thirty (30) days following the end of the month within which the Services were completed, provided that the Consultant fully performs the Services and complies with all requirements of this Agreement.

In the event that Consultant does not provide the minimum number of hours required in any calendar week, then the Company at its sole option, may either terminate this Agreement in accordance with provisions of Article 2.3 or reduce the monthly Fees payable to the Consultant on a pro rata basis.

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EX-10

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made, entered into and effective as of May 1, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Jueane Thiessen of 1112-155 Dalhousie Street, Toronto, Ontario, Canada, M5S 2B7 (the "Consultant")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES AND PAYMENT

1.1. The Company engages the Consultant as an independent contractor to provide services described in Schedule ‘A’ attached hereto (the “Services”), and the Consultant agrees to perform such Services.

1.2. The Company will pay to the Consultant the fees indicated in Schedule ‘A’ (the “Fees”), in full payment and reimbursement for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule ‘A’ attached hereto, and the Consultant will accept such fees and expenses as full payment and reimbursement as aforesaid.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date set forth on the first page, and terminate after 6 months following the Effective Date, unless terminated prior to that date pursuant to this Article 2 (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either party giving, at any time, and for any reason, thirty (30) days prior written notice of termination to the other party, and if this Agreement is so terminated the Company will be under

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no further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provision of this Agreement, if:

(a) the Consultant fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Consultant in this Agreement is untrue or incorrect;

(c) the Consultant breaches any covenant in this Agreement; or

(d) unless given the express written consent of the President or the Board of Directors of the Company, the Consultant fails to perform the Services required in full for any consecutive period of 10 calendar days,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Consultant, and if such option is exercised, the Company will not be under any further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.4. Notwithstanding any other provisions of this Agreement, the provisions of Articles 5, 6, 7, and 8 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Consultant will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Consultant to perform certain of the Services on behalf of the Company, then the Consultant will, in that context, be the agent of the Company, as the case may be.

3.2. The President or the Board of Directors of the Company may, from time to time, give such instructions to the Consultant as it considers necessary in connection with the nature of the Services that the Consultant is required to provide, which instructions the Consultant will follow, but the Consultant will not be subject to the control of the President or the Board of Directors of the Company in respect to the manner in which such instructions are carried out.

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3.3. The Consultant will promptly pay, and be solely responsible for paying, as the same become due and payable as a result or consequence of monies paid or payable by the Company to the Consultant pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes, workers’ compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the State of Nevada, the Province of Ontario, the Government of Canada, the Government of the United States, and any other government or regulatory authority, agency or body.  

3.4. The Consultant agrees to indemnify and save harmless the Company and every member of the Company’s Board of Directors against and for all and any claims, assessments, penalties, interest charges and legal fees and disbursements and taxes incurred as result of having to defend same made against the Company or any member of the Company’s Board of Directors as a result of the Consultant’s failure to comply with Article 3.3 of this Agreement, or as a result of any decisions or investigations made by any government agency or body in connection with the relationship between the parties hereto.

3.5. The Consultant, as an independent contractor, is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. The Consultant will not receive any of the following or similar payments from the Company: vacation pay; holiday pay; sick pay; overtime pay; benefits; automobile allowance or company car; or (unless authorized in writing by the President or the Board of Directors of the Company) expense reimbursement.

3.6. Subject to compliance with the provisions of this Agreement, the Consultant may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Consultant from providing the Services to the Company; or prevent the Consultant from providing the Services in a timely and competent manner.

3.7. The Consultant will not in any manner whatsoever commit or purport to commit the Company to the payment of any money to any person except with the prior written permission of the Company.

3.8. The Consultant shall maintain, provide, and retain at the Consultant’s own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but shall be required upon request of the Company, perform the Services at the Company’s premises and/or using the Company’s equipment. Unless express permission is given by the Company, the Consultant shall not remove any of the Company’s equipment from the Company’s premises.

3.9. Subject to Article 4.4 of this Agreement, the Consultant shall be responsible for supplying and paying for the Consultant’s own office support staff, if any, in which case the Consultant shall comply with the requirements of Articles 4.2 and 4.3 of this Agreement.

3.10. The Consultant shall, at the Consultant’s own cost, obtain and maintain in force throughout

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the Term of this Agreement all certifications and licenses necessary to qualify the Consultant in connection with providing the Services in a lawful manner.

ARTICLE 4: ASSIGNMENT AND CONSULTANT STAFF

4.1. The Consultant will not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

4.2. Any and all personnel hired by the Consultant, as employees, consultants, agents, subcontractors or otherwise (collectively the "Staff") shall be the responsibility of the Consultant. The Consultant agrees to inform all Staff in writing at the time that such Staff are hired by the Consultant that such Staff are not employees of the Company and that the Company has no present or future obligation to employ such Staff or provide such Staff with any compensation or employment benefits. The Consultant will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Consultant's risk, expense, and supervision. The Consultant warrants and covenants that the Staff shall be subject to all of the obligations applying to the Consultant pursuant to this Agreement.

4.3. No contract entered into between the Consultant and any Staff will relieve the Consultant from any of the Consultant’s obligations under this Agreement or impose any obligations or liability upon the Company to any Staff.

4.4. Notwithstanding any other provision of this Agreement, the Company reserves the right to restrict or prohibit the engagement of any Staff hired by the Consultant to assist with providing the Services, if the Company reasonably deems that such person is impairing or will impair the execution or completion of the Services in a competent or timely manner.

ARTICLE 5: OWNERSHIP AND RETURN OF PROPERTY

5.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Consultant shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Consultant of the provision of the Services; and

(c) upon the request, at any time, by the Company.

5.2. The Consultant agrees that upon termination of this Agreement, he shall at once deliver to

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the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in the Consultant’s possession, charge, control or custody.

ARTICLE 6: CONFIDENTIALITY

6.1. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Consultant from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Consultant must disclose pursuant to the requirements of law, provided that the Consultant provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Consultant agrees to furnish only that portion of the information that he is advised by the Consultant’s legal counsel in writing that the Consultant is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

6.2. The Consultant acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

6.3. The Consultant agrees to treat as confidential and will not, without the prior written consent of the President or a majority of the Company’s Board of Directors (excluding the Consultant in the event that the Consultant is a member of the Board of Directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this

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Agreement, any Confidential Information other than for the Company’s purposes and benefit.

6.4. The Consultant agrees that during the term of contract and for twelve (12) months thereafter, the Consultant will not use, directly or indirectly, any Confidential Information for the Consultant’s own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 7: CONFLICT AND NON-COMPETITION

7.1. The Consultant shall not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Consultant or the actual knowledge of the Consultant, give rise to a conflict of interest between the obligations of the Consultant, under this Agreement, and the obligations of the Consultant to such other person.

7.2. If the Consultant is asked by any person otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Consultant might result in the Consultant breaching Article 7.1, then the Consultant shall forthwith notify the Company’s President or the Board of Directors of the particular circumstances and the Company’s President or the Board of Directors will thereafter promptly notify the Consultant whether or not the Consultant may, in light of those circumstances and Article 7.1, perform that service.

7.3. The Consultant agrees that he will not, without the prior written consent of the Company, at any time within twelve (12) months following termination of this Agreement, on the Consultant’s own behalf, or on behalf of any person competing or endeavouring to compete with the Company, directly or indirectly solicit, endeavour to solicit, or seek to gain the custom of, canvass, or interfere with any person that

(a) is a customer of the Company as of the date of termination of this Agreement;

(b) was a customer of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or

(c) has been pursued as a prospective customer by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not determined to cease all such pursuit. 

7.4. The Consultant agrees and confirms that the restrictions in Article 7.3 are reasonable and waives all defences to the strict enforcement of them by the Company.

7.5. The Consultant agrees and confirms that Articles 7.3 (a), 7.3 (b), and 7.3 (c) are each separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall

Independent Contractor Agreement

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attach only to the covenant or covenants as determined, and all other such covenants shall continue in full force and effect.

ARTICLE 8: COMPANY’S REMEDIES AND ARBITRATION

8.1. The Consultant agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Consultant.  

8.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, the Company shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, as well as all applicable taxes paid and disbursements incurred from the Consultant.

8.3. The parties each agree to make use of the facilities of Small Claims Court in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 8.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 9: NOTICES

9.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

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9.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario

M5X 1K7  Canada

Attention: Board of Directors

(b) To the Consultant:

Jueane Thiessen

1112-155 Dalhousie Street

Toronto, Ontario

Canada  M5B 2P7

9.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of paragraph 9.1, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 10: OWNERSHIP OF WORK

10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, m aintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind

Independent Contractor Agreement

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whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 11: GENERAL

11.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

11.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

11.3. Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

11.4. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each party may deliver a counterpart signature page by facsimile transmission.

11.5. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

11.6. Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

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11.7. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

11.8.

Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set out at length in the body of this Agreement.

11.9.

Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

11.10. Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

11.11. Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.12. “Person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

11.13. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Jueane Thiessen

/s/ Javed Mawji______________

/s/ Jueane Thiessen__________

(Authorized signature)

Name: Javed Mawji

Title: President

Independent Contractor Agreement

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Schedule ‘A’

Services

The Consultant is engaged as the Treasurer of the Company. Duties include:

a) managing and directing financial and accounting operations of the Company pursuant to the directives of the President or the Board of Directors and performing such other duties as may be assigned from time to time by the President or the Board of Directors;

b) maintaining, at the Consultant’s own expense, all licenses needed to carry out the Services;

c) performing the duties customarily associated with the role of a Treasurer, including acquisitions, divestitures, banking, accounting, and financial management of the company subject to the policies or direction of the Company’s President or Board of Directors;

d) fully informing the President or the Board of Directors, upon request by either from time to time, of the matters and things done, and to be done, by the Consultant in connection with the provision of the Services and, if so requested by the President or the Board of Directors, submitting such information in writing in a timely manner; and

e) devoting a minimum of 30 hours per week, each week, to perform the Services.

Fees

The Fees payable to the Consultant for provision of the Services shall be $3,000.00 in the lawful currency of the United States per month (or a pro-rated amount for any partial months during which the Services are performed), payable within thirty (30) days following the end of the month within which the Services were completed, provided that the Consultant fully performs the Services and complies with all requirements of this Agreement.

In the event that Consultant does not provide the minimum number of hours required in any calendar week, then the Company at its sole option, may either terminate this Agreement in accordance with provisions of Article 2.3 or reduce the monthly Fees payable to the Consultant on a pro rata basis.

Independent Contractor Agreement

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EX-10

WEB HOSTING AND SYSTEM ADMINISTRATION SERVICES AGREEMENT

THIS WEB HOSTING AND SYSTEM ADMINISTRATION SERVICE AGREEMENT (this “Agreement”) is made, entered into and effective as of September 1, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Euroweb Technológie s.r.o., a company duly incorporated under the laws of the Slovak Republic (the "Service Provider")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES, FEES AND PAYMENT

1.1. The Company engages the Service Provider as an independent contractor to provide services described in Schedule ‘A’ (the “Services”) attached hereto for 6 months beginning September 1, 2007 (the “Service Start Date”), and the Service Provider agrees to perform such Services.

1.2. In consideration of the full performance of the Services, the Company shall pay the Service Provider the fees set out in Schedule ‘A’ (the “Fees”), plus any applicable taxes on the Fees, according to the following schedule:

a) The Company shall pay the Service Provider a cash deposit of US$10,000 for advance payment of Fees prior to the Service Start Date; and

b) Any outstanding Fees shall be paid within 30 days after the Service Provider has provided the Company with an invoice setting out the Services performed and Fees payable for those Services.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date and, unless otherwise

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terminated pursuant to Article 2.2, shall terminate upon the earlier of the following occurring (the “Term”):

(a) 6 months following the Service Start Date, except if either party provides written notice of renewal prior to termination in which case the Term shall be extended for 12 months (an “Additional Term”) and the Agreement shall be otherwise renewed on the same terms and conditions; or

(b) 30 days following advance written notice of termination provided by one party to the other party.

2.2. Notwithstanding any other provision of this Agreement, if:

(a) either party breaches or fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by either party in this Agreement is untrue or incorrect; or

then, and in addition, to any other remedy or remedies available to the non-breaching party, the non-breaching party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the breaching party, and if such option is exercised, the non-breaching will not be under any further obligation to the breaching party except that the Company shall be required to pay to the Service Provider such fees and expenses as the Service Provider may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provisions of this Agreement, the provisions of Articles 4, 5, and 6 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Service Provider will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Service Provider to perform certain of the Services on behalf of the Company, then the Service Provider will, in that context, be the agent of the Company, as the case may be.

3.2. The Company may, from time to time, give such instructions to the Service Provider as it considers necessary in connection with the nature of the Services that the Service Provider is required to provide, which instructions the Service Provider will follow, but the Service Provider will not be subject to the control of the Company in respect to the manner in which such

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instructions are carried out.

3.3. Subject to compliance with the provisions of this Agreement, the Service Provider may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Service Provider from its commitment to providing the Services to the Company; or prevent the Service Provider from providing the Services in a timely and competent manner.

3.4. The Service Provider shall maintain, provide, and retain at its own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but may, upon request of the Company, perform the Services at the Company’s premises or using the Company’s equipment. Unless express permission is given by the Company, the Service Provider shall not remove any of the Company’s equipment from the Company’s premises.

ARTICLE 4: OWNERSHIP OF WORK AND RETURN OF PROPERTY

4.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Service Provider will be, at all times, the exclusive property of the Company. The Service Provider shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Service Provider of the provision of the Services; and

(c) upon the request, at any time, by the Company.

4.2. The Service Provider agrees that upon termination of this Agreement, it shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in its possession, charge, control or custody.

4.3. The Service Provider hereby assigns to the Company its entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Service Provider or developed or acquired by her during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Service Provider agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Service Provider shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the

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Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

4.4. The Service Provider agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Service Provider will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Service Provider will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 5: CONFIDENTIALITY

5.1. The Service Provider acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Service Provider from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Service Provider must disclose pursuant to the requirements of law, provided that the Service Provider provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Service Provider agrees to furnish only that portion of the information that it is advised by its legal counsel in writing that it is legally required to disclose

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and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

5.2. The Service Provider acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

5.3. The Service Provider agrees that it will treat as confidential and will not, without the prior written consent of a majority of the Company’s board of directors (excluding the Service Provider in the event that the Service Provider is a member of the board of directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s purposes and benefit.

5.4. The Service Provider agrees that during the term of contract and for twelve (12) months thereafter, it shall not use, directly or indirectly, any Confidential Information for its own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 6: REMEDIES, ARBITRATION, AND FORUM

6.1. The Service Provider agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Service Provider.  

6.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, it shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, on a solicitor and own client basis, as well as all applicable taxes paid and disbursements incurred from the Service Provider.

6.3. The parties each agree to make use of the facilities of the Province of Ontario Small Claims Court system in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the

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arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 6.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 7: NOTICES

7.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) six days after being sent by registered mail (return receipt requested).

7.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King St. W.. Suite 5700

Toronto, Ontario, M5X 1K7

Canada

Attention:

President

(b) To the Service Provider:

Euroweb Technológie s.r.o.

Sídlisko SNP 1672/6

Slovak Republic

7.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of this Article, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 8: GENERAL

8.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both

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parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

8.2. Choice of Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

8.3. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

8.4. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

8.5. Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

8.6. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

8.7. Assignment. The Company may assign this Agreement without the Service Provider’s consent. The Service Provider shall not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Euroweb Technologie s.r.o.

/s/ Javed Mawji_______________

/s/ Eva Gazova____________

(Authorized signature)

         (Authorized signature)

Name: Javed Mawji

Name: Eva Gazova

Title: President

Title: President

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Schedule ‘A’

Services and Fees

The Service Provider is engaged to provide web hosting, system administration, and related services during the Term of the Agreement as follows:

	Service	Fees
•	Hosting, including dedicated server, Microsoft operating system software, Coldfusion, SQL database, virus protection, security monitoring software, and email (up to a maximum of 45 email accounts)
	a) Initial one-time server setup (due by the Service Start Date) (“Initial Setup Services”)	US$2,800 lump sum
	b) Ongoing monthly maintenance and troubleshooting (including the first month)	US$1,200 per month
•	System administration, including ongoing system optimizations, and weekly backups and security upgrades
•	Additional bandwidth in excess of 10 gigabytes per month	US$2 per gigabyte

Notes:

• Any required domain names to be at the Company’s cost

• All servers used in connection with this Agreement are owned by and will remain the property of the Service Provider

• For greater certainty, Fees for Initial Setup Services are one-time only and shall not be paid if the Agreement is renewed for an Additional Term

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EX-10

SOFTWARE PROGRAMMING SERVICES AGREEMENT

THIS SOFTWARE PROGRAMMING SERVICE AGREEMENT (this “Agreement”) is made, entered into and effective as of September 1, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Euroweb Technológie s.r.o., a company duly incorporated under the laws of the Slovak Republic (the "Service Provider")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES, FEES AND PAYMENT

1.1. The Company engages the Service Provider as an independent contractor to provide services described in Schedule ‘A’ (the “Services”) attached hereto beginning September 1, 2007 (the “Service Start Date”), and the Service Provider agrees to perform such Services.

1.2. In consideration of the full performance of the Services, the Company shall pay the Service Provider the fees set out in Schedule ‘A’ (the “Fees”), plus any applicable taxes on the Fees, within 30 days after the Service Provider has provided the Company with an invoice setting out the Services performed and Fees payable for those Services.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date and, unless otherwise terminated pursuant to Article 2.2, shall terminate upon the earlier of the following occurring (the “Term”):

(a) 6 months following the Service Start Date, except if either party provides written notice of renewal prior to termination in which case the Term shall be extended for 12 months (an “Additional Term”) and the Agreement shall be otherwise renewed on the same terms and

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conditions; or

(b) 30 days following advance written notice of termination provided by one party to the other party.

2.2. Notwithstanding any other provision of this Agreement, if:

(a) either party breaches or fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by either party in this Agreement is untrue or incorrect; or

then, and in addition, to any other remedy or remedies available to the non-breaching party, the non-breaching party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the breaching party, and if such option is exercised, the non-breaching will not be under any further obligation to the breaching party except that the Company shall be required to pay to the Service Provider such fees and expenses as the Service Provider may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provisions of this Agreement, the provisions of Articles 4, 5, and 6 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Service Provider will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Service Provider to perform certain of the Services on behalf of the Company, then the Service Provider will, in that context, be the agent of the Company, as the case may be.

3.2. The Company may, from time to time, give such instructions to the Service Provider as it considers necessary in connection with the nature of the Services that the Service Provider is required to provide, which instructions the Service Provider will follow, but the Service Provider will not be subject to the control of the Company in respect to the manner in which such instructions are carried out.

3.3. Subject to compliance with the provisions of this Agreement, the Service Provider may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company;

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hinder the Service Provider from its commitment to providing the Services to the Company; or prevent the Service Provider from providing the Services in a timely and competent manner.

3.4. The Service Provider shall maintain, provide, and retain at its own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but may, upon request of the Company, perform the Services at the Company’s premises or using the Company’s equipment. Unless express permission is given by the Company, the Service Provider shall not remove any of the Company’s equipment from the Company’s premises.

ARTICLE 4: OWNERSHIP OF WORK AND RETURN OF PROPERTY

4.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Service Provider will be, at all times, the exclusive property of the Company. The Service Provider shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Service Provider of the provision of the Services; and

(c) upon the request, at any time, by the Company.

4.2. The Service Provider agrees that upon termination of this Agreement, it shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in its possession, charge, control or custody.

4.3. The Service Provider hereby assigns to the Company its entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Service Provider or developed or acquired by her during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Service Provider agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Service Provider shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintai n and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

4.4. The Service Provider agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind

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whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Service Provider will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Service Provider will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 5: CONFIDENTIALITY

5.1. The Service Provider acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Service Provider from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Service Provider must disclose pursuant to the requirements of law, provided that the Service Provider provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Service Provider agrees to furnish only that portion of the information that it is advised by its legal counsel in writing that it is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

5.2. The Service Provider acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

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5.3. The Service Provider agrees that it will treat as confidential and will not, without the prior written consent of a majority of the Company’s board of directors (excluding the Service Provider in the event that the Service Provider is a member of the board of directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s purposes and benefit.

5.4. The Service Provider agrees that during the term of contract and for twelve (12) months thereafter, it shall not use, directly or indirectly, any Confidential Information for its own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 6: REMEDIES, ARBITRATION, AND FORUM

6.1. The Service Provider agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Service Provider.  

6.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, it shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, on a solicitor and own client basis, as well as all applicable taxes paid and disbursements incurred from the Service Provider.

6.3. The parties each agree to make use of the facilities of the Province of Ontario Small Claims Court system in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 6.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 7: NOTICES

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7.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) six days after being sent by registered mail (return receipt requested).

7.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King St. W.. Suite 5700

Toronto, Ontario, M5X 1K7

Canada

Attention:

President

(b) To the Service Provider:

Euroweb Technológie s.r.o.

Sídlisko SNP 1672/6

Slovak Republic

7.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of this Article, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 8: GENERAL

8.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

8.2. Choice of Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

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8.3. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

8.4. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

8.5. Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

8.6. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

8.7. Assignment. The Company may assign this Agreement without the Service Provider’s consent. The Service Provider shall not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Euroweb Technologie s.r.o.

/s/ Javed Mawji______________

/s/ Eva Gazova____________

(Authorized signature)

         (Authorized signature)

Name: Javed Mawji

Name: Eva Gazova

Title: President

Title: President

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Schedule ‘A’

Services and Fees

The Service Provider is engaged to provide software programming and related services during the Term of the Agreement as follows:

	Service	Fees
•	Setup basic template design and functionality of community or dating website master template, to be completed by September 30, 2007 (“Initial Setup Services”)	US$3,500 lump sum
	a) Website HTML (based on US$900)
	b) Payment gateway setup (based on US $1,400)
	c) Shopping cart setup (based on US$1,200)
•	Customized design of interface and ‘skin’ of individual template	US$4,900 per template
	a) Design (based on US$900)
	b) ColdFusion programming (based on US$3,500)
	c) System administration and server setup to integrate template into Company’s business (based on US$500)
•	Additional programming and services upon approval of a quotation provided by the Service Provider
	a) Design	$65.00
	b) HTML	$45.00
	c) ColdFusion programming	$70.00
	d) Project management	$60.00
	e) System administration	$65.00

Notes:

• The Company shall have sole ownership and rights over any software produced under this Agreement

• For greater certainty, Fees for Initial Setup Services are one-time only and shall not be paid if the Agreement is renewed for an Additional Term

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EX-10

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made, entered into and effective as of October 18, 2007 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Jueane Thiessen of 1112-155 Dalhousie Street, Toronto, Ontario, Canada, M5S 2B7 (the "Consultant")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES AND PAYMENT

1.1. The Company engages the Consultant as an independent contractor to provide services described in Schedule ‘A’ attached hereto (the “Services”) from November 1, 2007 (the “Services Start Date”) through January 31, 2008 (the “Services End Date”), and the Consultant agrees to perform such Services.

1.2. The Company will pay to the Consultant the fees indicated in Schedule ‘A’ (the “Fees”), in full payment and reimbursement for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule ‘A’ attached hereto, and the Consultant will accept such fees and expenses as full payment and reimbursement as aforesaid.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date set forth on the first page, and terminate at the end of the Services End Date, unless terminated prior to that date pursuant to this Article 2 (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated

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by either party giving, at any time, and for any reason, thirty (30) days prior written notice of termination to the other party, and if this Agreement is so terminated the Company will be under no further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provision of this Agreement, if:

(a) the Consultant fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Consultant in this Agreement is untrue or incorrect;

(c) the Consultant breaches any covenant in this Agreement; or

(d) unless given the express written consent of the President or the Board of Directors of the Company, the Consultant fails to perform the Services required in full for any consecutive period of 10 calendar days,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Consultant, and if such option is exercised, the Company will not be under any further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.4. Notwithstanding any other provisions of this Agreement, the provisions of Articles 5, 6, 7, and 8 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Consultant will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Consultant to perform certain of the Services on behalf of the Company, then the Consultant will, in that context, be the agent of the Company, as the case may be.

3.2. The President or the Board of Directors of the Company may, from time to time, give such instructions to the Consultant as it considers necessary in connection with the nature of the Services that the Consultant is required to provide, which instructions the Consultant will follow, but the Consultant will not be subject to the control of the President or the Board of Directors of

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the Company in respect to the manner in which such instructions are carried out.

3.3. The Consultant will promptly pay, and be solely responsible for paying, as the same become due and payable as a result or consequence of monies paid or payable by the Company to the Consultant pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes, workers’ compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the State of Nevada, the Province of Ontario, the Government of Canada, the Government of the United States, and any other government or regulatory authority, agency or body.  

3.4. The Consultant agrees to indemnify and save harmless the Company and every member of the Company’s Board of Directors against and for all and any claims, assessments, penalties, interest charges and legal fees and disbursements and taxes incurred as result of having to defend same made against the Company or any member of the Company’s Board of Directors as a result of the Consultant’s failure to comply with Article 3.3 of this Agreement, or as a result of any decisions or investigations made by any government agency or body in connection with the relationship between the parties hereto.

3.5. The Consultant, as an independent contractor, is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. The Consultant will not receive any of the following or similar payments from the Company: vacation pay; holiday pay; sick pay; overtime pay; benefits; automobile allowance or company car; or (unless authorized in writing by the President or the Board of Directors of the Company) expense reimbursement.

3.6. Subject to compliance with the provisions of this Agreement, the Consultant may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Consultant from providing the Services to the Company; or prevent the Consultant from providing the Services in a timely and competent manner.

3.7. The Consultant will not in any manner whatsoever commit or purport to commit the Company to the payment of any money to any person except with the prior written permission of the Company.

3.8. The Consultant shall maintain, provide, and retain at the Consultant’s own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but shall be required upon request of the Company, perform the Services at the Company’s premises and/or using the Company’s equipment. Unless express permission is given by the Company, the Consultant shall not remove any of the Company’s equipment from the Company’s premises.

3.9. Subject to Article 4.4 of this Agreement, the Consultant shall be responsible for supplying and paying for the Consultant’s own office support staff, if any, in which case the Consultant shall comply with the requirements of Articles 4.2 and 4.3 of this Agreement.

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3.10. The Consultant shall, at the Consultant’s own cost, obtain and maintain in force throughout the Term of this Agreement all certifications and licenses necessary to qualify the Consultant in connection with providing the Services in a lawful manner.

ARTICLE 4: ASSIGNMENT AND CONSULTANT STAFF

4.1. The Consultant will not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

4.2. Any and all personnel hired by the Consultant, as employees, consultants, agents, subcontractors or otherwise (collectively the "Staff") shall be the responsibility of the Consultant. The Consultant agrees to inform all Staff in writing at the time that such Staff are hired by the Consultant that such Staff are not employees of the Company and that the Company has no present or future obligation to employ such Staff or provide such Staff with any compensation or employment benefits. The Consultant will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Consultant's risk, expense, and supervision. The Consultant warrants and covenants that the Staff shall be subject to all of the obligations applying to the Consultant pursuant to this Agreement.

4.3. No contract entered into between the Consultant and any Staff will relieve the Consultant from any of the Consultant’s obligations under this Agreement or impose any obligations or liability upon the Company to any Staff.

4.4. Notwithstanding any other provision of this Agreement, the Company reserves the right to restrict or prohibit the engagement of any Staff hired by the Consultant to assist with providing the Services, if the Company reasonably deems that such person is impairing or will impair the execution or completion of the Services in a competent or timely manner.

ARTICLE 5: OWNERSHIP AND RETURN OF PROPERTY

5.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Consultant shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Consultant of the provision of the Services; and

(c) upon the request, at any time, by the Company.

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5.2. The Consultant agrees that upon termination of this Agreement, he shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in the Consultant’s possession, charge, control or custody.

ARTICLE 6: CONFIDENTIALITY

6.1. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Consultant from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Consultant must disclose pursuant to the requirements of law, provided that the Consultant provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Consultant agrees to furnish only that portion of the information that he is advised by the Consultant’s legal counsel in writing that the Consultant is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

6.2. The Consultant acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

6.3. The Consultant agrees to treat as confidential and will not, without the prior written consent of the President or a majority of the Company’s Board of Directors (excluding the Consultant in

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the event that the Consultant is a member of the Board of Directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s purposes and benefit.

6.4. The Consultant agrees that during the term of contract and for twelve (12) months thereafter, the Consultant will not use, directly or indirectly, any Confidential Information for the Consultant’s own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 7: CONFLICT AND NON-COMPETITION

7.1. The Consultant shall not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Consultant or the actual knowledge of the Consultant, give rise to a conflict of interest between the obligations of the Consultant, under this Agreement, and the obligations of the Consultant to such other person.

7.2. If the Consultant is asked by any person otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Consultant might result in the Consultant breaching Article 7.1, then the Consultant shall forthwith notify the Company’s President or the Board of Directors of the particular circumstances and the Company’s President or the Board of Directors will thereafter promptly notify the Consultant whether or not the Consultant may, in light of those circumstances and Article 7.1, perform that service.

7.3. The Consultant agrees that he will not, without the prior written consent of the Company, at any time within twelve (12) months following termination of this Agreement, on the Consultant’s own behalf, or on behalf of any person competing or endeavouring to compete with the Company, directly or indirectly solicit, endeavour to solicit, or seek to gain the custom of, canvass, or interfere with any person that

(a) is a customer of the Company as of the date of termination of this Agreement;

(b) was a customer of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or

(c) has been pursued as a prospective customer by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not determined to cease all such pursuit. 

7.4. The Consultant agrees and confirms that the restrictions in Article 7.3 are reasonable and waives all defences to the strict enforcement of them by the Company.

7.5. The Consultant agrees and confirms that Articles 7.3 (a), 7.3 (b), and 7.3 (c) are each

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separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall attach only to the covenant or covenants as determined, and all other such covenants shall continue in full force and effect.

ARTICLE 8: COMPANY’S REMEDIES AND ARBITRATION

8.1. The Consultant agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Consultant.  

8.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, the Company shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, as well as all applicable taxes paid and disbursements incurred from the Consultant.

8.3. The parties each agree to make use of the facilities of Small Claims Court in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 8.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 9: NOTICES

9.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

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9.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario

M5X 1K7  Canada

Attention: Board of Directors

(b) To the Consultant:

Jueane Thiessen

1112-155 Dalhousie Street

Toronto, Ontario

Canada  M5B 2P7

9.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of paragraph 9.1, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 10: OWNERSHIP OF WORK

10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, m aintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind

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whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 11: GENERAL

11.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

11.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

11.3. Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

11.4. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each party may deliver a counterpart signature page by facsimile transmission.

11.5. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

11.6. Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

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11.7. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

11.8.

Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set out at length in the body of this Agreement.

11.9.

Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

11.10. Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

11.11. Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.12. “Person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

11.13. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Jueane Thiessen

/s/ Javed Mawji_________________

/s/ Jueane Thiessen__________

(Authorized signature)

Name: Javed Mawji

Title: President

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Schedule ‘A’

Services

The Consultant is engaged as the Treasurer of the Company. Duties include:

a) managing and directing financial and accounting operations of the Company pursuant to the directives of the President or the Board of Directors and performing such other duties as may be assigned from time to time by the President or the Board of Directors;

b) maintaining, at the Consultant’s own expense, all licenses needed to carry out the Services;

c) performing the duties customarily associated with the role of a Treasurer, including acquisitions, divestitures, banking, accounting, and financial management of the company subject to the policies or direction of the Company’s President or Board of Directors;

d) fully informing the President or the Board of Directors, upon request by either from time to time, of the matters and things done, and to be done, by the Consultant in connection with the provision of the Services and, if so requested by the President or the Board of Directors, submitting such information in writing in a timely manner; and

e) devoting a minimum of 30 hours per week, each week, to perform the Services.

Fees

The Fees payable to the Consultant for provision of the Services shall be $3,000.00 in the lawful currency of the United States per month (or a pro-rated amount for any partial months during which the Services are performed), payable within thirty (30) days following the end of the month within which the Services were completed, provided that the Consultant fully performs the Services and complies with all requirements of this Agreement.

In the event that Consultant does not provide the minimum number of hours required in any calendar week, then the Company at its sole option, may either terminate this Agreement in accordance with provisions of Article 2.3 or reduce the monthly Fees payable to the Consultant on a pro rata basis.

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EX-10

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made, entered into and effective as of January 31, 2008 (the “Effective Date”).

BY AND BETWEEN:

Portlogic Systems Inc., a company duly incorporated under the laws of the State of Nevada (the "Company")

AND:

Jueane Thiessen of 1112-155 Dalhousie Street, Toronto, Ontario, Canada, M5S 2B7 (the "Consultant")

NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each party), the parties agree as follows:

ARTICLE 1: SERVICES AND PAYMENT

1.1. The Company engages the Consultant as an independent contractor to provide services described in Schedule ‘A’ attached hereto (the “Services”) from February 1, 2008 (the “Services Start Date”) through July 31, 2008 (the “Services End Date”), and the Consultant agrees to perform such Services.

1.2. The Company will pay to the Consultant the fees indicated in Schedule ‘A’ (the “Fees”), in full payment and reimbursement for providing the Services and for necessary expenses incurred in connection therewith, in the manner and at the times set out in Schedule ‘A’ attached hereto, and the Consultant will accept such fees and expenses as full payment and reimbursement as aforesaid.

ARTICLE 2: TERM AND TERMINATION

2.1. The term of this Agreement shall commence on the Effective Date set forth on the first page, and terminate at the end of the Services End Date, unless terminated prior to that date pursuant to this Article 2 (the “Term”).

2.2. Notwithstanding any other provision of this Agreement, this Agreement may be terminated

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by either party giving, at any time, and for any reason, thirty (30) days prior written notice of termination to the other party, and if this Agreement is so terminated the Company will be under no further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.3. Notwithstanding any other provision of this Agreement, if:

(a) the Consultant fails to comply with any provision of this Agreement; or

(b) any representation or warranty made by the Consultant in this Agreement is untrue or incorrect;

(c) the Consultant breaches any covenant in this Agreement; or

(d) unless given the express written consent of the President or the Board of Directors of the Company, the Consultant fails to perform the Services required in full for any consecutive period of 10 calendar days,

then, and in addition, to any other remedy or remedies available to the Company, the Company may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the Consultant, and if such option is exercised, the Company will not be under any further obligation to the Consultant except to pay to the Consultant such fees and expenses as the Consultant may be entitled to receive for Services provided to the date this Agreement is so terminated.

2.4. Notwithstanding any other provisions of this Agreement, the provisions of Articles 5, 6, 7, and 8 of this Agreement and all obligations of each party that have accrued before the effective date of termination of this Agreement that are of a continuing nature will survive termination or expiration of this Agreement.

ARTICLE 3: INDEPENDENT CONTRACTOR

3.1. The Consultant will be an independent contractor and not the servant, employee or agent of the Company, it being recognized, however, that to the extent the provisions of this Agreement result in the creation of an agency relationship to allow the Consultant to perform certain of the Services on behalf of the Company, then the Consultant will, in that context, be the agent of the Company, as the case may be.

3.2. The President or the Board of Directors of the Company may, from time to time, give such instructions to the Consultant as it considers necessary in connection with the nature of the Services that the Consultant is required to provide, which instructions the Consultant will follow, but the Consultant will not be subject to the control of the President or the Board of Directors of

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the Company in respect to the manner in which such instructions are carried out.

3.3. The Consultant will promptly pay, and be solely responsible for paying, as the same become due and payable as a result or consequence of monies paid or payable by the Company to the Consultant pursuant to this Agreement, all amounts payable pursuant to applicable tax statutes, workers’ compensation or workplace safety and insurance statutes, pension plan statutes, and any other taxes, statutory deductions, contributions, and assessments on income required by the State of Nevada, the Province of Ontario, the Government of Canada, the Government of the United States, and any other government or regulatory authority, agency or body.  

3.4. The Consultant agrees to indemnify and save harmless the Company and every member of the Company’s Board of Directors against and for all and any claims, assessments, penalties, interest charges and legal fees and disbursements and taxes incurred as result of having to defend same made against the Company or any member of the Company’s Board of Directors as a result of the Consultant’s failure to comply with Article 3.3 of this Agreement, or as a result of any decisions or investigations made by any government agency or body in connection with the relationship between the parties hereto.

3.5. The Consultant, as an independent contractor, is not entitled to participate in any benefits or pension plan provided by the Company to any of its employees. The Consultant will not receive any of the following or similar payments from the Company: vacation pay; holiday pay; sick pay; overtime pay; benefits; automobile allowance or company car; or (unless authorized in writing by the President or the Board of Directors of the Company) expense reimbursement.

3.6. Subject to compliance with the provisions of this Agreement, the Consultant may, at any time or times during the Term, carry on the business of providing services to the general public either alone or in association or partnership with another or others, so long as such provision of services does not: create a conflict of interest with the interests of the Company; hinder the Consultant from providing the Services to the Company; or prevent the Consultant from providing the Services in a timely and competent manner.

3.7. The Consultant will not in any manner whatsoever commit or purport to commit the Company to the payment of any money to any person except with the prior written permission of the Company.

3.8. The Consultant shall maintain, provide, and retain at the Consultant’s own expense entirely, such offices, facilities, and equipment as are necessary to perform the Services, but shall be required upon request of the Company, perform the Services at the Company’s premises and/or using the Company’s equipment. Unless express permission is given by the Company, the Consultant shall not remove any of the Company’s equipment from the Company’s premises.

3.9. Subject to Article 4.4 of this Agreement, the Consultant shall be responsible for supplying and paying for the Consultant’s own office support staff, if any, in which case the Consultant shall comply with the requirements of Articles 4.2 and 4.3 of this Agreement.

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3.10. The Consultant shall, at the Consultant’s own cost, obtain and maintain in force throughout the Term of this Agreement all certifications and licenses necessary to qualify the Consultant in connection with providing the Services in a lawful manner.

ARTICLE 4: ASSIGNMENT AND CONSULTANT STAFF

4.1. The Consultant will not, without the prior written consent of the Company, assign or transfer this Agreement, in whole or in part.

4.2. Any and all personnel hired by the Consultant, as employees, consultants, agents, subcontractors or otherwise (collectively the "Staff") shall be the responsibility of the Consultant. The Consultant agrees to inform all Staff in writing at the time that such Staff are hired by the Consultant that such Staff are not employees of the Company and that the Company has no present or future obligation to employ such Staff or provide such Staff with any compensation or employment benefits. The Consultant will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Consultant's risk, expense, and supervision. The Consultant warrants and covenants that the Staff shall be subject to all of the obligations applying to the Consultant pursuant to this Agreement.

4.3. No contract entered into between the Consultant and any Staff will relieve the Consultant from any of the Consultant’s obligations under this Agreement or impose any obligations or liability upon the Company to any Staff.

4.4. Notwithstanding any other provision of this Agreement, the Company reserves the right to restrict or prohibit the engagement of any Staff hired by the Consultant to assist with providing the Services, if the Company reasonably deems that such person is impairing or will impair the execution or completion of the Services in a competent or timely manner.

ARTICLE 5: OWNERSHIP AND RETURN OF PROPERTY

5.1. All property including, but not limited to, files, manuals, equipment, securities, and monies of any and all customers of the Company related to the provision of the Services that are, from time to time, in the possession or control of the Consultant will be, at all times, the exclusive property of the Company. The Consultant shall forthwith deliver all aforesaid property to the Company on the earlier of:

(a) the termination of this Agreement;

(b) the completion by the Consultant of the provision of the Services; and

(c) upon the request, at any time, by the Company.

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5.2. The Consultant agrees that upon termination of this Agreement, he shall at once deliver to the Company all books, manuals, reports, documents, records, effects, money, securities, whether in print or stored electronically, or other property belonging to the Company or for which the Company is liable to others which are in the Consultant’s possession, charge, control or custody.

ARTICLE 6: CONFIDENTIALITY

6.1. The Consultant acknowledges and agrees that the Company has certain confidential information which is defined to include, but not limited to, knowledge of trade secrets whether patented or not, computer programs, research and development data, testing and evaluation plans, business plans, opportunities, forecasts, products, strategies, proposals, suppliers, sales, manuals, work programs, financial and marketing information, customer lists or names, and information regarding customers, contracts and accounts of the Company whether printed, stored electronically, or provided verbally (the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include:

(a) information that has become generally available to the public other than as a result of a disclosure in breach of this Agreement;

(b) information that is lawfully received on a non-confidential basis by the Consultant from a source other than the Company or any of its respective subsidiaries, parent company, affiliates, directors, officers, employees, agents, advisors or other representatives and such source is not prohibited from transmitting or disclosing the data or information by reason of any contractual, legal or fiduciary obligation; or

(c) information that the Consultant must disclose pursuant to the requirements of law, provided that the Consultant provides prompt written notice to the Company of such required disclosure so that the Company may seek a protective order or other appropriate remedy or waive compliance with the requirements of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company does not waive compliance with the requirements of this Agreement, the Consultant agrees to furnish only that portion of the information that he is advised by the Consultant’s legal counsel in writing that the Consultant is legally required to disclose and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

6.2. The Consultant acknowledges and agrees that the Confidential Information developed or acquired by the Company is among the Company’s most valuable assets and its value may be destroyed by dissemination or unauthorized use.  

6.3. The Consultant agrees to treat as confidential and will not, without the prior written consent of the President or a majority of the Company’s Board of Directors (excluding the Consultant in

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the event that the Consultant is a member of the Board of Directors), publish, release or disclose or permit to be published, released or disclosed, either before or after the termination of this Agreement, any Confidential Information other than for the Company’s purposes and benefit.

6.4. The Consultant agrees that during the term of contract and for twelve (12) months thereafter, the Consultant will not use, directly or indirectly, any Confidential Information for the Consultant’s own benefit or for the benefit of any person competing or endeavouring to compete with the Company.

ARTICLE 7: CONFLICT AND NON-COMPETITION

7.1. The Consultant shall not, during the Term, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Consultant or the actual knowledge of the Consultant, give rise to a conflict of interest between the obligations of the Consultant, under this Agreement, and the obligations of the Consultant to such other person.

7.2. If the Consultant is asked by any person otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Consultant might result in the Consultant breaching Article 7.1, then the Consultant shall forthwith notify the Company’s President or the Board of Directors of the particular circumstances and the Company’s President or the Board of Directors will thereafter promptly notify the Consultant whether or not the Consultant may, in light of those circumstances and Article 7.1, perform that service.

7.3. The Consultant agrees that he will not, without the prior written consent of the Company, at any time within twelve (12) months following termination of this Agreement, on the Consultant’s own behalf, or on behalf of any person competing or endeavouring to compete with the Company, directly or indirectly solicit, endeavour to solicit, or seek to gain the custom of, canvass, or interfere with any person that

(a) is a customer of the Company as of the date of termination of this Agreement;

(b) was a customer of the Company at any time within twelve (12) months prior to the date of termination of this Agreement; or

(c) has been pursued as a prospective customer by or on behalf of the Company at any time within twelve (12) months prior to the date of termination of this Agreement, and in respect of whom the Company has not determined to cease all such pursuit. 

7.4. The Consultant agrees and confirms that the restrictions in Article 7.3 are reasonable and waives all defences to the strict enforcement of them by the Company.

7.5. The Consultant agrees and confirms that Articles 7.3 (a), 7.3 (b), and 7.3 (c) are each

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separate and distinct covenants, severable one from the other, and if any such covenant or covenants are determined to be unenforceable in whole or in part, such unenforceability shall attach only to the covenant or covenants as determined, and all other such covenants shall continue in full force and effect.

ARTICLE 8: COMPANY’S REMEDIES AND ARBITRATION

8.1. The Consultant agrees that compliance with this Agreement is absolutely necessary for the Company to protect its overall business and position in the marketplace and that a breach of the obligation of secrecy and confidentiality of information of the Company and the other covenants and agreements contained in this Agreement will result in irreparable and continuing damages to the Company for which there will be no adequate remedy at law. As a result and in the event of any breach of any such obligation, covenant or agreement, the Company shall be entitled to such injunctive and other relief as may be proper or as it may be entitled to for each and every instance of such breach from the Consultant.  

8.2. The Company may exercise these remedies at such times and in such order as it may choose, and such remedies shall be cumulative. In the event that the Company retains counsel in endeavouring to enforce this Agreement, the Company shall be entitled to recover, in addition to all other relief available, its related expenses and legal fees, as well as all applicable taxes paid and disbursements incurred from the Consultant.

8.3. The parties each agree to make use of the facilities of Small Claims Court in connection with any claim, dispute or other matter in questions arising out of or relating to this Agreement or to a breach or alleging breach thereof will, unless the party bringing forward the claim, dispute or other matter reasonably believes that it represents an amount exceeding $10,000 in the lawful currency of Canada, in which case it will be referred to arbitration to be conducted by a single arbitrator under and in accordance with the terms of the most current version of the Province of Ontario Arbitration Act, S.O. 1991, c. 17, applying the law of Ontario and the laws of Canada applicable therein to any such arbitration, with the arbitrator’s decision to be final, conclusive and binding upon the parties. The parties agree that the dispute resolution procedures described in this Article 8.3 will be the sole and exclusive procedures for the resolution of any disputes which arise out of or are related to this Agreement.

ARTICLE 9: NOTICES

9.1. Any notice will be deemed delivered: (a) on the day of delivery in person; (b) one day after deposit with an overnight courier, fully prepaid; (c) on the date sent by facsimile transmission; (d) on the date sent by e-mail, if confirmed by registered mail (return receipt requested); or (e) four days after being sent by registered mail (return receipt requested).

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9.2. Any notice permitted or required under the Agreement must be in writing and be sent to the following address, fax number or e-mail, or at such other reasonable address or fax number at which personal delivery may be effected of which a party may from time to time give notice:

(a) To the Company:

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario

M5X 1K7  Canada

Attention: Board of Directors

(b) To the Consultant:

Jueane Thiessen

1112-155 Dalhousie Street

Toronto, Ontario

Canada  M5B 2P7

9.3. Either party may, from time to time, advise the other party by notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address therein specified will, for the purposes of paragraph 9.1, be conclusively deemed to be the address of the party giving such notice.

ARTICLE 10: OWNERSHIP OF WORK

10.1. The Consultant hereby assigns to the Company the Consultant’s entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by the Consultant during the Term of this Agreement, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries, parent company, or affiliates (the “Work Product”). The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, m aintain and enforce, all patents, trademarks and copyrights in all countries in connection with any component of the Work Product.

10.2. The Consultant agrees to assign, on an ongoing basis throughout the Term of the Agreement, exclusively to the Company in perpetuity, all right, title and interest of any kind

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whatsoever, in and to the Work Product, including any and all copyrights thereto (and the exclusive right to register copyrights). Accordingly, all rights in and to the Work Product, including any materials derived therefrom or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned exclusively by the Company, and the Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product. Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever without the Company’s prior written consent, which may be withheld at the sole discretion of the Company.

ARTICLE 11: GENERAL

11.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to all matters herein, and there are no other agreements in connection with this subject matter except as specifically set forth or referred to in this Agreement. This Agreement supersedes any and all prior agreements and understandings relating to the subject matter. Both parties acknowledge that neither of the parties has been induced to enter into this Agreement by any representation or writing not incorporated into this Agreement.

11.2. Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and will be treated in all respects as a Province of Ontario contract.

11.3. Amendments. This Agreement may only be amended if such amendment is confirmed in writing by both parties.

11.4. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original document.  Each party may deliver a counterpart signature page by facsimile transmission.

11.5. Severability. If any portion of this Agreement is declared invalid or unenforceable, in whole or in part, it shall not be deemed to affect or impair the validity or enforceability of any other covenant or provisions herein, and such unenforceable portion shall be severed from the remainder of the Agreement.

11.6. Waivers. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver will be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. Any waiver by a party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that party’s right under this Agreement in respect of any continuing or subsequent default, breach or non-observance.

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11.7. Headings. The headings used in this Agreement are for the convenience of reference only and do not form part of or affect the interpretation of this Agreement.

11.8.

Schedules. Any Schedules to this Agreement are an integral part of this Agreement as if set out at length in the body of this Agreement.

11.9.

Conflict. In the event that there is a conflict or inconsistency between the wording of any of this Agreement and any Schedule, the Schedule shall govern.

11.10. Further Assurances. The parties agree to do all such other things and to take all such other actions as may be necessary or desirable to give full effect to the terms of this Agreement.

11.11. Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.12. “Person”. In this Agreement, the term “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

11.13. Statute. Any reference to a statute in this Agreement, whether or not that statute has been defined or cited, includes all regulations made under it, any amendments made to it and in force, and any statute passed in replacement of or in substitution for it.

*    *    *    *    *

IN WITNESS WHEREOF the parties have duly executed this Agreement in the City of Toronto by signing below as of the date on the first page. 

Portlogic Systems Inc.

Jueane Thiessen

/s/ Jueane Thiessen           

/s/ Jueane Thiessen            

(Authorized signature)

Name: Jueane Thiessen

Title: President

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Schedule ‘A’

Services

The Consultant is engaged as the Treasurer of the Company. Duties include:

a) managing and directing financial and accounting operations of the Company pursuant to the directives of the President or the Board of Directors and performing such other duties as may be assigned from time to time by the President or the Board of Directors;

b) maintaining, at the Consultant’s own expense, all licenses needed to carry out the Services;

c) performing the duties customarily associated with the role of a Treasurer, including acquisitions, divestitures, banking, accounting, and financial management of the company subject to the policies or direction of the Company’s President or Board of Directors;

d) fully informing the President or the Board of Directors, upon request by either from time to time, of the matters and things done, and to be done, by the Consultant in connection with the provision of the Services and, if so requested by the President or the Board of Directors, submitting such information in writing in a timely manner; and

Fees

The Fees payable to the Consultant for provision of the Services shall be $3,000.00 in the lawful currency of the United States per month (or a pro-rated amount for any partial months during which the Services are performed), payable within thirty (30) days following the end of the month within which the Services were completed, provided that the Consultant fully performs the Services and complies with all requirements of this Agreement.

In the event that Consultant does not provide the minimum number of hours required in any calendar week, then the Company at its sole option, may either terminate this Agreement in accordance with provisions of Article 2.3 or reduce the monthly Fees payable to the Consultant on a pro rata basis.

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EX-10

CANADIAN AND OTHER NON-U.S. RESIDENT SUBSCRIBERS

THESE SECURITIES ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”).  AS RESTRICTED SECURITIES, THEY MAY BE RESOLD ONLY IN ACCORDANCE WITH REGULATION S UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM.

THESE SECURITIES ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS CONTAINED IN THE ARTICLES OF INCORPORATION AND THE BY-LAWS AND ANY AMENDMENTS THERETO, A COPY OF EACH OF WHICH IS FILED IN THE REGISTERED OFFICE OF THE CORPORATION. NO TRANSFER OF THESE SECURITIES SHALL BE VALID UNLESS THE REQUIREMENTS OF THOSE DOCUMENTS ARE FIRST COMPLIED WITH TO THE SATISFACTION OF THE CORPORATION.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.  THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.  THE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED PURSUANT TO REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED, CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBSCRIPTION AGREEMENT

As of _____________ (the “Effective Date”)

This Subscription Agreement (this "Agreement") is being entered into between the undersigned (the "Subscriber") and Portlogic Systems Inc. (the "Company"), a corporation organized under the laws of the State of Nevada (the “Home Jurisdiction”) in connection with the offer and subscription by the Subscriber for _______ shares of the Company’s Common Stock (the “Shares”).  This Agreement memorializes the transaction agreed to on the Effective Date, the date on which the Subscriber paid the Purchase Price (as defined in Section 1) to the Company.  The price per share was fixed and all the representations and warranties were made on that date.  The offer and sale of Shares was made in reliance upon the provisions of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Act").

1.

Offer to Subscribe; Purchase Price

The Subscriber purchased the Shares at a price of U.S. $_____ per Share on the Effective Date outside the United States of America  (the "Closing").  Payment was made to the Company's designated account at the time of the Closing.  Upon request of the Subscriber or if required by law, the Company shall deliver a certificate representing the Shares to the Subscriber within a reasonable time hereafter.  The obligations of each party were subject to the condition that all the representations and warranties of the other party contained herein were true at the time of Closing and all covenants of the other party that were to be performed by the other party on or before the Closing had been performed.

2.

Representations and Warranties of Subscriber; Certain Covenants

2.1

Offshore Transaction.  Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S.  The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the p rovisions of Regulation S.

2

2.2

Independent Investigation.  Subscriber, in electing to subscribe for the Shares hereunder, relied upon an independent investigation made by it and its representatives, if any, and had been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company.  The Subscriber has such experience in business and financial matters that it was capable of evaluating the risk of its investment and determining the suitability of its investment.  

2.3

No Government Recommendation or Approval.  Subscriber understands that no United States federal or state agency has passed upon or made any recommendation or endorsement of the Company, this transaction or the purchase of the Shares.

2.4

No Registration.  Subscriber understands that the Shares have not been registered under the Act and are being offered and sold pursuant to Regulation S based in part upon the representations of Subscriber contained herein, and that the Company is relying on the truth and accuracy of the Subscriber's representations and warranties herein to determine whether the offer and sale of the Shares is exempt from registration under the Act.

2.5

Investment Intent / Beneficial Ownership. Subscriber acquired the Shares to be issued and sold hereunder for its own account (or a trust account if such Subscriber is a trustee) and not as a nominee.  Subscriber understands that the purchase of the Shares involves a high degree of risk and that Subscriber must bear the economic risk of this investment indefinitely unless sale of the Shares is registered pursuant to the Act, or an exemption from registration for sale thereof is available.  Subscriber understands that, in the view of the SEC, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Act.  Subscriber is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States, to a U.S. Person or for the account or benefit of a U.S. Person.  Subscriber covenants that neither Subscriber nor its affiliates nor any person acting on its or their behalf has the intention of entering or will enter during the Restricted Period, into any put option, short position or other similar instrument or position or any other hedging transactions or arrangements with respect to the Company's common stock, and neither Subscriber nor any of its affiliates nor any person acting on its or their behalf will use at any time Shares acquired pursuant to this Agreement to settle any put option, short position or other similar instrument or position or any other hedging transaction or arrangement that may have been entered into prior to the execution of this Agreement or during the Restricted Period.

2.6

No Sale in Violation of the Securities Laws.  Subscriber covenants that it will not knowingly make any sale, transfer or other disposition of the Shares in violation of the Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act") the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, or any other securities law applicable inside or outside each of the United States, including any laws of the jurisdiction(s) within which the Subscriber and the prospective purchaser are resident and where the sale takes place.  The Subscriber covenants that all offers and sales of the Shares will be made pursuant to an effective registration statement under the Act or an exemption from the registration provisions thereof, and in compliance with the requirements of any other applicable securities law.

2.7

Authority.  Subscriber has the full power and authority to execute, deliver and perform this Agreement.  This Agreement, when executed and delivered by Subscriber, will constitute a legal, valid and binding obligation of Subscriber, enforceable against the Subscriber in accordance with its terms.

2.8

No Reliance on Tax Advice.  Subscriber has reviewed with his, her or its own tax advisors the foreign U.S. federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement.  Subscriber is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to such tax consequences and

3

understands that Subscriber (and not the Company) shall be responsible for the Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

2.9

No Legal Advice from Company.  Subscriber acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel.  Subscriber is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement except for the representations, warranties and covenants set forth herein.

3.

Resales

Subscriber acknowledges and agrees that the Shares may only be resold in compliance with Rules 903 or 904 under Regulation S, pursuant to a Registration Statement under the Act or pursuant to an exemption from registration under the Act, and in compliance with all other securities laws applicable inside or outside the United States, including the place where the resale takes place and the jurisdiction(s) in which the Subscriber and prospective purchaser are located.  The Company shall not register any transfer of Shares that is not in compliance with this Section 3.  Subscriber covenants that all offering materials and documents (other than press releases) used in connection with offers and sales of the Shares before the expiration of the Restricted Period shall state that (i) the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. person (as that term is defined in Rule 902 of Regulation S) unless they are registered under the Act or an exemption from the registration requirements of the Act is available and that (ii) hedging transactions involving the Shares may not be conducted unless in compliance with the Act.  These statements shall appear on the cover or inside cover page and in the underwriting section of any prospectus or offering circular and shall appear in any advertisement used in connection with the offer or sale of the Shares.

4.

Legends; Subsequent Transfer of Shares

Any certificates representing the Shares shall bear a legend containing the text set forth in the first and second paragraphs on the first page of this Agreement or any other legend, if such legend or legends are reasonably required by the Company to comply with state, federal or foreign law.

5.

Representations, Warranties and Covenants of the Company

5.1

Organization and Good Standing.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the Home Jurisdiction and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

5.2

Authorization.  All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance and delivery of the Shares have been taken, and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

5.3

Valid Issuance of Shares.  The Shares, when issued, sold and delivered in accordance with the terms hereof for the Purchase Price will be duly and validly issued and outstanding, fully paid and non-assessable, and based in part on the representations and warranties of Subscriber will be issued in compliance with all applicable federal, state and other applicable securities laws.

6.

Governing Laws

This Agreement shall be governed by and construed in accordance with the laws of the Home Jurisdiction, except for matters arising under the Act or the Securities Exchange Act of 1934 which matters shall be construed and interpreted in accordance with such laws.

4

7.

Entire Agreement; Amendment

This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

8.

Notices

Any notice, deemed or request required or permitted to be given by either the Company or the Subscriber pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or by facsimile, with a hard copy to follow by two day courier addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

9.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

10.

Severability

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the economics benefit of this Agreement to any party.

11.

Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5

*   *   *   *   *

WHEREAS the undersigned has caused this Agreement to be executed as of the date first written above.

[print name]

Authorized Signature

Address

AGREED TO AND ACCEPTED:

Portlogic Systems Inc.

Authorized Signatory

Name:

Title:

EX-10

Intelligent Office

Work Anywhere … Professionally

MEMBERSHIP AGREEMENT

Dated as of the 14^th March 2008

Client Information

Legal Name of Client: Portlogic Systems Inc.

Billing Contact: Jueane Thiessen

Address: 1111 – 155 Dalhousie Street

City, Province: Toronto, Ontario

Postal Code: M5B 2P7

Email: jueane@portlogicystems.com

Telephone No. Assigned: N/A

Business Phone:

Fax:

Cell Phone: 416-587-8554

Your signature below indicates your acceptance of the Terms and Conditions stated below

CLIENT

/s/ Jueane Thiessen

Signature (Authorized Signing Officer)

ACCEPTED BY

/s/ Lisa Toste

Signature (Authorized Signing Officer)

GUARANTOR

Signature

GUARANTOR

Signature

TERMS AND CONDITIONS

The following Terms and Conditions and the attached Schedules form a binding agreement between the above-named Client (the "Client") and The Virtual Solutions Inc. c.o.b. Intelligent Office (hereinafter “IO”) and Portlogic Systems Inc. (hereinafter “Client”):

1. Definitions. Where used herein or in any schedules

(a) "Active Notification" means the telephone message hereto, the following terms shall have the following system used by IO to notify the Client of unchecked meanings: telephone messages;

(b) "IO Premises" means the business premises of IO located at 100 King Street West, Suite 5700, Toronto, ON, M5X 1C7 and;

Version date: March 14, 2006

(c) "Office Premises" means the office and meeting space that IO provides and maintains for use by the Client.

2. Term. The term of this agreement will commence on the date hereof, and continue for a period of 1 year (the 'Term").

3. Renewal. If throughout the Term the Client shall have fully complied with all of the terms and conditions of this agreement, this agreement shall, unless terminated for default, automatically continue until terminated in writing by either party in accordance with Section 11. The Client acknowledges and agrees that the rates charged by IO for the Services may change from time to time, upon notice to the Client, after the end of the Term.

4. Services Provided by IO. IO agrees to provide the Client with any or all of the following services on a nonexclusive basis, as selected and paid for by the Client:

(a) office premises services, including mail handling services, the use of office and meeting space, photocopier machines, telephones and facsimile machines and access to mailroom facilities, as more fully described in Schedule " B to this agreement;

(b) telephone message service through the Active Notification system, as more fully described in

Schedule "C" to this agreement;

(c) telephone answering service employing live receptionists to answer the Client's business telephone calls in a professional, efficient and courteous manner; and

(d) directory service whereby IO arranges to have the Client's name, phone number and address printed in the telephone directory, including the White and Yellow Pages business listings, as well as on the directory board for the Office Premises, such services more fully described in Schedule "D" to this agreement.

The services listed in this Section 4 are hereinafter collectively referred to as the "Services".

5. Authorizations / Acknowledgements from the Client. The Client hereby authorizes IO to perform such tasks as are necessary to provide any or all of the Services to the Client, including, but not limited to handling mail that is delivered to the IO Premises.

The Client hereby acknowledges receipt of the number of mailbox keys ("Keys") indicated in Schedule "B" and that he/she/it will be required to pay $5.00 for each Key in addition to that number.

The Client acknowledges and agrees that if all Keys are not returned to IO upon termination of this agreement, or specifically upon the termination of the provision of mail handling services by IO to the Client, the Client will be required to pay a re-keying fee in the amount of $50.00.

The Client further acknowledges and agrees that he/she/it will be required to pay to IO a fee in the amount of $5.00 per month for the provision of mail handling services by IO to each company or individual name that differs from the name of the Client

6. Obligations of the Client. In return for the provision of any or all of the Services by IO, the Client shall pay to IO throughout the Term and any renewal thereof, a monthly fee in the amount specified in Schedule "A" (subject to change as specified in Section 3), which amount shall be based upon the services provided by IO, such fee to be payable in arrears on or before the tenth (10th) day of every month, for the month for which payment is being made.

The Client shall follow and comply with any reasonable instructions given by IO to the Client relating to the Office Premises and take all reasonable measures to prevent damage to the Office Premises.

7. Payment Terms. IO shall provide the Client with an invoice reflecting the monthly fee owing by the Client to IO on or about the first (1st) day of every month. Such invoice will be sent by IO to the Client at the most current e-mail address provided by the Client to IO. The Client acknowledges and agrees that it must promptly inform IO of any changes to its e-mail address and/or other contact information to ensure that it receives all necessary communications from IO, including, but not limited to, monthly invoices. In the event that the first (1st) day of the month is a Saturday, Sunday, or statutory holiday in the province of Ontario, IO shall send the monthly invoice to the Client via e-mail on the preceding Friday, or other day which is not a statutory holiday.

The Client may choose to receive its monthly invoices from IO via Canada Post regular mail. If the Client chooses to receive its monthly invoices from IO via regular mail, an additional $3 will be included on each such invoice. All amounts due to IO by the Client shall bear interest after the due date at a rate of five percent (5%), calculated and payable monthly, not in advance, both before and after default, expiration or termination of this agreement for any reason whatsoever.

Unless otherwise indicated, all amounts listed in this agreement are in, and are to be paid in, the currency of Canada. Any and all amounts expressed as being payable pursuant to this agreement are exclusive of any applicable taxes that the Client is required to pay.

The Client shall pay all amounts owing to IO by way of electronic funds transfer, cheque or credit card, subject to IO's consent.. IO reserves the right to charge a security deposit or billing fee, in an amount specified by IO from time to time, for fees paid by the Client. If IO chooses to require payments owing to IO by way of electronic funds transfer, the Client agrees to provide any documentation, including but not limited to pre-authorized payment forms, required by IO's bankers, from time to time.

Version Date: March 14, 2006

Page 2

8. Confidentiality. IO acknowledges that throughout the Term and any renewal thereof, it may receive confidential information relating to the Client's business affairs ("Confidential Information"). IO agrees during and after the Term to use all reasonable efforts to maintain the confidentiality of all Confidential Information, and not to disclose any Confidential Information whatsoever other than as may be required by law, to enable IO to provide any or all of the Services to the Client, and not to use any Confidential Information for its own or a third party's benefit or in any manner not specifically approved in writing by the Client.

9. Non-Solicitation. Neither the Client nor the Guarantor will, without IO's prior written consent, during the one (1) year period following the expiration or termination of this agreement, directly or indirectly, hire, solicit, interfere with or entice away, from IO, any employee of IO. In the event of a breach of the restriction contained in this paragraph, the Client agrees to pay to IO as liquidated damages, and not as a penalty, a sum equal to twenty percent (20%) of the employee's annual salary as of such employee's last day of employment with IO, such payment shall be due and payable on written demand.

10. Events of Default. IO has the right to terminate this agreement, without prejudice to any other legal right or remedy, if the Client is in default of its obligations hereunder and fails to rectify the default within three (3) business days of receiving written notice from IO detailing the Client's default. Without limitation, "default" includes any failure by the Client to timely pay amounts due hereunder or otherwise breach any term or condition of this agreement.

11. Termination without Default. Either party may terminate this agreement without cause or reason by providing the other party with thirty (30) days prior written notice of its intent to terminate the agreement. In the event of termination by the Client prior to the end of the Term, the Client will be charged an early termination fee equal to the value of the monthly fees for two (2) months of service.

12. Effect of Termination. On the expiration or termination of this agreement for any reason, IO will immediately discontinue the provision of the Services then being provided to the Client and within seven (7) days following the effective date of termination or expiration the Client will account to IO for all amounts then due and unpaid.

13. Survival. All provisions of this agreement which by their nature survive the expiration or termination hereof, including without limitation, those set out in Sections 8 through 13 shall survive the expiration or termination hereof.

14. Assignment. This agreement may not be assigned by the Client without the prior written consent of IO.

15. No Liability. The Client acknowledges and agrees that, except where IO's employees display gross negligence, IO shall not be liable or obligated in any manner for any exemplary, special, incidental or consequential damages of any kind (including loss profits) regardless of the form of action, whether in contract, tort, negligence, strict product liability, or otherwise, even if IO has been informed of the possibility of such damages in advance. IO's entire liability to the Client for damages concerning performance or nonperformance hereunder or in any way related to the subject matter of this agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the value of the monthly fees paid under this agreement.

16. Indemnification. The Client agrees, during and after the Term to indemnify and save IO and its affiliates, and their respective directors, shareholders, officers, employees and agents harmless from any and all liabilities, losses, claims, demands, costs, penalties, fines and actions of any kind or nature whatsoever which they may suffer by reason of any breach, violation or non-performance by Client of any law, regulation, or term or condition of this agreement.

17. Severability. If any provision of this agreement is held to be invalid or unenforceable in whole or in part, all other provisions herein shall be unaffected thereby and separately valid and enforceable to the fullest extent permitted by law.

18. Notice. All notices, consents, statements, or other communications required or permitted to be given hereunder shall be in writing, and shall be delivered personally, by facsimile or by registered mail, postage prepaid, to the receiving party at its address as stated on this agreement, or at such other address as may be given by the receiving party to the other in writing from time to time. Such notices shall be deemed to have been given on the second business day following mailing or, if delivered personally or by facsimile, on the day of delivery if a business day or, if not a business day, on the next business day.

19. Applicable Law. This agreement will be construed in accordance with and governed by the laws of the province of Ontario.

20. Legal Relationship. The parties hereto hereby acknowledge and agree, that, except as expressly provided in this agreement each is an independent contractor, that no party shall be considered to be the agent, representative, master or servant of any other party hereto for any purpose whatsoever, and that no party has any authority to enter into any contract, assume any obligations or to give any warranties or representations on behalf of any other party hereto. Nothing in this agreement shall be construed to create a relationship of partners, joint venturers, fiduciaries, or any other similar relationship among the parties.

21. Entire Agreement. This agreement and any schedules are the entire agreement between the parties, and supersedes all previous agreements and understandings between the parties, relating to the subject matter hereof

22. Binding Agreement. This agreement will enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

(Version Date: March 14. 2006)

Page 3

23. Joint and Several. If two or more individuals, corporations, partnerships or other entities (or any combination of two or more thereof) shall sign or be subject to the terms and conditions of this agreement as the Client or as Guarantor, the liability of each of them under this agreement shall be deemed to be joint and several.

24. Guarantee and Indemnity. In consideration of IO entering into this agreement with the Client and in consideration of the sum of two dollars ($2) and other good and valuable consideration, (the receipt and sufficiency whereof is hereby acknowledged by Guarantor) Guarantor hereby unconditionally guarantees to IO that the Client will pay all amounts to be paid and otherwise observe and perform all terms and conditions to be so observed and performed, either in this agreement and/or in any agreement between the Client and IO and/or any of its affiliates. If the Client shall default in making any such payments or in the observance or performance of any such obligations, Guarantor hereby covenants and agrees to pay to IO forthwith upon demand all amounts not so paid by the Client and all damages that may arise in consequence of any such non-observance or nonperformance.

Without in any way restricting or limiting the guarantee given by Guarantor as set out above or any other rights and remedies to which IO may be entitled, Guarantor hereby covenants and agrees to indemnify and save IO harmless against any and all liabilities, losses, suits, claims, demands, costs, 6nes and actions of any kind or nature whatsoever to which IO shall or may become liable for, or suffer, by reason of any breach, violation or non-performance by the Client of any term or condition of this agreement, or any other agreement made between the Client and IO and/or any of its affiliates.

Guarantor acknowledges reviewing all of the provisions of this agreement and agrees to be bound by all of the provisions hereof insofar as applicable to him or her, including without limitation, the provisions of Section 9 which, by his or her execution of this agreement, he or she covenants and agrees to abide by and be bound by.

Version Date: March 14, 2006

 Page 4

REVISED SCHEDULE "A"

Detailed Membership Information

Monthly

Install

Reception & Space Services

Membership Package: Facilities

120

Additional Members: 1

20

Branch Office: (location)

Access Codes:  

  Copy Code (no install chg): Y N  After Hours Access ($15 Install) Y N

Business Services: (list details on separate business services agreement)

Miscellaneous Services: (please list)

Telephone Services

ID code: Y   N

1-800 number:

Custom number:

Transaction box:

Additional voicemails:

Active notification:

Other telephone services: Custom Operator

Mail Services

Mailbox size:

Mail Forwarding Services: ___  x per ___

Additional Company Names:

Directory Services

Telephone Directory Listing:

Lobby Directory Listing:

Monthly $140 + Deposit $0 + Install $0 = TOTAL $140 + GST = $147.00

* A 30 day risk-free trial of communications services is available upon request.

Version date: March 14, 2006

SCHEDULE "B"

Office Premises Services

Instructions for Use of Photocopier:

• Enter code ( - - - -) into keypad and press the ID Key.

• Select copy settings.

• Make copies.

• After copies are made, press ID "Clear" button on right-hand keypad to clear code.

• Your assigned code will only work on the copier if you have elected to have a copy code.

• Please be advised that the copier will need to warm up before use to ensure proper functioning.

Accessing the Office Premises to Check Mail:

• Swipe access card on keypad outside mailroom door on the East Side of the main door.

• When you hear a "click", you will be able to enter.

• Please ensure that door shuts securely behind you.

• All clients with facilities membership will receive a code to access mail.

Accessing the Office Premises to Use a Meeting Room After Hours:

• Swipe Card on outside keypad on the Front Door of the office.

• When you hear a "click", you will be able to enter.

•  Please ensure that the door shuts securely behind you.

•  When you are meeting with a client after hours, you should advise the client that you will be answering the main door.

Instructions for Use of Telephone / Fax Machine:

• Dial '9' for an outside line and dial as you normally would.

• If you send a fax, write your company name on the transmittal sheet, and leave on the front Reception desk.

• If you use the laser printer, write the number of pages printed on the sheet next to printer.

General Instructions:

• Please clean all areas used by your company and clients.

• Turn off any appliance used.

• Turn off lights before leaving.

PLEASE NOTE: In order to enter the Office Premises after regular business hours, you will need to have a security swipe card in your possession.

Mailbox Details:

Mailbox Number: ___________

Pkg Notification: (√) Yes ( )No

Number of Keys: ___________

Fax Notification: ( ) Yes ( ) No

PLEASE NOTE: Package and Fax Notification are .50 cents per call.

The following is a list of all individuals/company names that will receive mail at 100 King Street West, Toronto, ON, MSX 1C7:

1.

2.

3.

4.

Version date: March 14, 2006

SCHEDULE "C"

Telephone Message Service

Days per Week that the Client will be Notified of Telephone Messages:

Time of Day the Client will be Notified of Telephone Messages:

Telephone Number used to contact the Client regarding Telephone Messages:

Type of Telephone of Client used to accept Notification of Telephone Messages:

Instructions for Use of Active Notification System:

• The Active Notification system will notify you of unchecked messages every 30 minutes for 3 hours until you log into your voicemail box. If your line is busy, Active Notification will alert you every 15 minutes for 2 hours.

• If you have chosen a cell phone for notification purposes, DO NOT turn it off If you do, it will disable your notification temporarily.

• The Active Notification should re-enable the next time you log into your voicemail, but may  require reprogramming.

• Please be advised that if you use a cell service in which circuits are regularly busy, the notification may shut itself off. Again, it should re-enable the next time you log into your voicemail, but may require reprogramming. If you require assistance, please

call Intelligent Office at (416) 915-3131.

Version date: March 14, 2006

SCHEDULE "D"

Directory Service

Lobby Directory:

• Client's name as it will appear on the directory board (Characters per line = 32 maximum including commas, spaces, etc.)

Company Name:

________________________________________________________________

• The Lobby Listing will appear at the beginning of the next month and will remain in effect until removal is requested by the listed business or the provision of services by Intelligent Office is terminated. If the request to remove / termination of any listing occurs mid-month, the listing will remain in effect until the end of the month. The monthly fee cannot be prorated for a partial month. No special or emboldened fonts are available for use in the lobby directory.

• Revisions to the original listings can be accepted up to five (5) days before the end of the month. Re-Installation charges will apply to any changes made to your directory listings. Intelligent Office reserves the right to determine appropriate configurations of text appearing in the directories to ensure a professional appearance. Listings will appear alphabetically.

Legal*2018785.1

Version date: March 14, 2006

EX-10

Portlogic Systems Inc.

First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario  M5X 1K7  Canada

Phone: 1.702.357.8674

Fax: 1.212.401.2850

info@portlogicsystems.com

May 30, 2008

Edward Hadeed

Soldier Bay Circle

Blue Waters Antigua, West Indies

Subject:  Side Letter Agreement to the Convertible Debenture between Portlogic Systems Inc. and Edward Hadeed, dated March 11, 2005.

Dear Mr. Hadeed:

This Side Letter Agreement entered into on May 30, 2008, by and between Portlogic Systems Inc. and Edward Hadeed, will serve to modify Sections 3(c)(iii) and 3(c)(iv) of the Convertible Debenture (the “Debenture”) entered into on March 11, 2005, by and between Portlogic Systems Inc. and Edward Hadeed. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Debenture.

Sections 3(c)(iii) and 3(c)(iv) of the Debenture shall be deleted in their entirety and are hereby modified as follows:

(iii)

Reserved.

(iv)

Reserved.

No other terms, rights or provisions of the Debenture are or should be considered to have been modified by the terms of this Side Letter Agreement and each party retains all other rights, obligations, privileges and duties contained in the Debenture.  

Agreed and Accepted on May 30, 2008:

Very truly yours,	Agreed to and Accepted by:
Portlogic Systems Inc.	Edward Hadeed
/s/ Jueane Thiessen	/s/ Edward Hadeed
Name: Jueane Thiessen	Name: Edward Hadeed
President	May 30, 2008
Title	Date
May 30, 2008
Date

EX-21

SUBSIDIARIES OF THE REGISTRANT

The registrant did not have any subsidiaries as of June 3, 2008.

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of Portlogic Systems Inc of our report, dated October 3, 2007 relating to our audits of the financial statements, of Portlogic Systems Inc for the years ended May 31, 2007 and  2006.

/s/ Danziger Hochman Partners LLP

Toronto, Canada

June 3, 2008