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An Ontario Limited Liability Partnership

CAPPONE D’ANGELO

Associate

Cappone D’Angelo is an associate in the Vancouver office of McCarthy Tétrault practising in the Technology,

Communications and Intellectual Property Group. Mr. D’Angelo’s practice includes advising domestic and international clients with respect to:

¾ protection and management of proprietary technology ¾ privacy law compliance and data management

¾ intellectual property and technology issues in M&A and financing transactions, including conduct of intellectual property due diligence

¾ technology transfer (including licensing and acquisition) ¾ eCommerce and Internet legal issues, including online

contracting and eCommerce risk management

Mr. D’Angelo is a member of the Freedom of Information and Privacy Law section of the Canadian Bar Association (BC Branch), and was an active participant in the section’s Working Group with which the BC Government consulted regarding implementation of private sector privacy legislation. During his legal studies, Mr. D’Angelo participated in the 1997 University of Victoria Intellectual Property Summer Term and completed a summer term as Assistant to Legal Counsel at a local software company where, during its pre-IPO stage, he participated in projects relating to the development and management of intellectual property in the technology industry.

Prior to joining the firm, Mr. D’Angelo studied music theory, composition, and performance and worked as a freelance performer and session musician. In addition, he worked as an audio engineer at the Banff Centre for the Arts and at the University of Victoria School of Music, where recording projects included several commercially released CDs and a world premiere recording for broadcast on CBC Radio Two. Mr. D’Angelo received his B.Mus. (1996) and his LLB (1999) from the University of Victoria, and is currently completing a masters degree in law at Osgoode Hall Law School.

Office: Vancouver

Direct Line: 604 643-5906

E-mail: cdangelo@mccarthy.ca

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Aon Consulting Group

JUDY HAUSERMAN

Senior Vice President

POSITION AND RESPONSIBILITIES

Judy Hauserman is Senior Vice President, and National Practice Leader, for the Aon Consulting Group. In this capacity, she is responsible for national leadership of the Communication, Compensation, Financial Planning and Talent Strategies practices. Judy consults in all aspects of organization development and talent management, with particular emphasis on integrated approaches to managing change and human resource policy and programs to support business objectives.

AREAS OF SPECIALIZATION

In her seventeen years in consulting, Judy has provided her clients in both private and public sectors with advice and facilitation in all aspects of human resources and change management including strategy facilitation, change planning and implementation, organization design, executive team effectiveness, leadership assessment and development, competency modelling, recruiting and selection, performance management; and coaching.

BACKGROUND

Judy’s clients have encompassed such diverse organizations as Auditor General Canada, Bell Canada, Bank of Canada, Bank of Montreal, Canada Mortgage and Housing Corporation, City of Toronto, Department of National Defence, Dow Chemical, GlaxoSmithKline, Human Resources Development Canada, Imperial Oil, Inco, Investors Group, Ivanhoe Cambridge, Manitoba Hydro, Metropolitan Toronto Police, Ontario Ministry of the Solicitor General, Noranda Minerals, Shell, Statistics Canada, Scotiabank, Suncor, and Toronto Dominion Bank.

Judy is a frequent speaker on workplace issues. She has appeared on CBC Newsworld and Canada A.M., and on such radio programs as In Toronto, and CBC’s “Cross-Country Check-up”.

EDUCATION

Judy holds a B.A. (Honours) in Psychology from Wilfred Laurier University, and a Master of Applied Science in Industrial/ Organizational Psychology from the University of Waterloo.

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COREEN LAWTON Associate

Coreen Lawton is an associate in our Technology,

Communications and Intellectual Property Group in Toronto. She practises corporate and commercial law, with a particular interest in all matters regarding technology, software,

electronic commerce, privacy and intellectual property. Ms. Lawton advises technology clients ranging from early-stage startups to multinational corporations on issues relating to software and hardware licensing, distribution and

marketing; joint ventures and strategic alliances for the development and commercialization of technology;

outsourcing; financing; mergers and acquisitions; privacy law; e-commerce and website activities; and protection of

intellectual property rights.

Ms. Lawton’s recent experience includes:

¾ acting for a major Canadian insurance company

outsourcing its information technology systems, personnel and services;

¾ advising a Canadian software company on a number of international licensing transactions; software development and implementation projects; strategic alliances and distribution agreements; and protection of intellectual property strategies;

¾ acting for a major hospital in the procurement of a computerized patient health care management system; ¾ acting as an IT and IP specialist in the acquisition of a

mailing equipment company and;

¾ drafting e-commerce agreements for online transactions and website legal notices.

She has taught a semester course entitled “Issues in

Information Technology Law” at Ryerson University in each of past three years.

Ms. Lawton is a member of the Canadian Bar Association, the Information Technology and E-Commerce Law and the Privacy Law sections of the Ontario Bar Association, and the Toronto Computer Lawyers Group

Office: Toronto

Direct Line: 416 601 8348

E-mail: clawton@mccarthy.ca

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BARBARA A. McISAAC, Q.C.

Partner

Barbara McIsaac, Q.C., is Managing Partner of our Ottawa office and a senior member of our Litigation Group in Ottawa. She was engaged in private practice in Ottawa until 1983 and a member of the Civil Litigation Section of the Federal Department of Justice from 1983 to 1994. Ms. McIsaac was called to the Ontario bar in 1975 and appointed Queen’s Counsel in 1990.

She has had considerable experience in the areas of Charter and human rights litigation. She was senior counsel to the Somalia Inquiry and has appeared as counsel in several landmark cases before the Supreme Court of Canada and the Ontario Court of Appeal. Ms. McIsaac conducts litigation before all courts in the areas of commercial law,

administrative and public law and intellectual property law. She is also a leader in the area of privacy law and is co-author of a book entitled, The Law of Privacy in Canada (with Rick Shields and Kris Klein).

Drawing on her experience with the Federal Government, Ms. McIsaac regularly advises clients on administrative and

procurement law issues, including the application of the

Financial Administration Act, internal government policies and

procedures, NAFTA, the WTO Agreement on Government Procurement and the Agreement on Internal Trade.

She has been a lecturer at the public law component of the Bar Admission Course. Ms. McIsaac participates in lectures on

Charter litigation and administrative law at Queen’s

University, has participated in the Special Lectures on Administrative Law sponsored by the Law Society of Upper Canada and is a frequent speaker on privacy and

administrative law issues. She is a member of the Canadian Bar Association, the Advocates’ Society and the Carleton County Law Association.

Ms. McIsaac received her LLB from Queen’s University in 1973 and was called to the Ontario bar in 1975.

Office: Ottawa

Direct Line: 613 238 2105

E-mail: bmcisaac@mccarthy.ca

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CHARLES MORGAN Associate

Charles Morgan is an associate in our Technology, Communications and Intellectual Property Group in

Montréal. In his corporate/commercial practice, Mr. Morgan focuses on the areas of information technology, electronic commerce, intellectual property, data protection and telecommunications.

Mr. Morgan assists a wide variety of Quebec, Canadian and international companies and public sector organizations. He advises on a broad range of matters, including licensing, distribution, proprietary rights protection, intellectual property management issues, data protection/privacy, regulatory matters, joint venture and strategic alliance arrangements, as well as issues relating to the Internet and e-business. In addition, he practices as part of our international Telecommunications Law Group on World Bank sponsored regulatory reform and competitive licensing projects. Mr. Morgan’s recent mandates include:

¾ assisting a Canadian Chartered Bank with legal compliance issues (e-commerce, privacy, consumer protection, etc.) in the context of its online banking web-site redesign;

¾ negotiating IP and IT aspects in several recent M&A transactions, including the sale of a major

communications business and the sale of a semi-conductor foundry;

¾ assisting several multinational corporations with

provincial and federal data protection compliance issues, including drafting or revising privacy and/or monitoring policies;

¾ drafting and/or revising software license and/or technology transfer agreements for companies that are active in a variety of fields of technology;

¾ drafting and negotiating web-site development, hosting and maintenance agreements;

¾ providing assistance to the governments of several African and Middle-Eastern countries in the context of market liberalization or regulatory reform projects in the telecom sector.

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CHARLES MORGAN

Associate Mr. Morgan is co-author of the following books: Cyberlaw: What You Need to Know about Doing Business Online (Stoddart;

1997); Cyberlaw: A Guide for South Africans Doing Business

Online (Ampersand; 1999); and Communications Law in Canada (Butterworths; 2000). He is one of two current

Canadian contributors to the serial Data Protection Laws of the

World (Sweet & Maxwell; 2000). In addition, he is the author

of the following articles: “Employer Monitoring of Employee Electronic Mail and Internet Use”, (1999) 44 McGill L.J. 849; “Noms de domaines et les marques de commerce utilisés sur Internet” (2002) 14 :3 C.P.I 793; “Monitoring Employee Electronic Mail and Internet Use,” in Droit du commerce

électronique (Les Éditions Thémis, 2002); and “Jumping to

iCrave’s Conclusion?: les amendements proposés à la disposition

sur la retransmission de la Loi sur le droit d’auteur » 15 :1 C.P.I.

257. Mr. Morgan frequently speaks at conferences on matters related to his practice areas, including data protection, communications, technology and copyright law. He is listed in the International Who’s Who of Information Technology (2002). Charles Morgan received his BA from Trinity College, University of Toronto in 1991, his master’s degree in

philosophy from the Université de Paris IV-Sorbonne in 1992, and his LLB and BCL from McGill University in 1997. He was called to the Québec bar in 1998.

Office: Montréal

Direct Line: 514 397 4230

E-mail: cmorgan@mccarthy.ca

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ANTHONY A. MORRIS

Partner

Tony Morris is a partner with the Firm and the leader of our Technology, Communication and Intellectual Property (“TCIP”) Practice Group in Calgary. Mr. Morris practices exclusively in the area of technology licensing, the Internet, e–commerce and intellectual property.

He assists technology customers and suppliers in structuring, negotiating and implementing complex transactions, including outsourcing, product procurements, service level agreements, application service provider arrangements, competitive procurements and the unwinding of IT relationships. Mr. Morris provides guidance on software licensing and development, electronic commerce, product acquisition, reseller arrangements and other commercial transactions. He has also advised clients on issues of copyright and trade–mark and is a registered Trade–mark Agent. Throughout his years of practice, he has gained experience in real estate

conveyancing, commercial lending and general corporate matters.

Mr. Morris has published and lectured regularly on various aspects of outsourcing and technology and electronic commerce law. He was the past chair of the Intellectual Property Section (Northern Alberta) of the Canadian Bar Association, and is currently a member of the Licensing Executive Society (“LES”), Intellectual Property Institute of Canada (“IPIC”), Canadian Information Processing Society (“CIPS”), Canadian IT Law Association, Computer Law Association and Calgary Council on Advanced Technology. Currently, he is enrolled in Canada’s first master of laws program in e–business, offered through Osgoode Hall Law School, and expects to graduate in December 2003. Mr. Morris is a member of the Law Society of Alberta, Canadian Bar Association and Calgary Bar Association. He received both his LLB and MBA from the University of Alberta and was admitted to the Alberta bar in 1991.

Office: Calgary

Direct Line: 403 260 3527

E–mail: amorris@mccarthy.ca

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GEORGE S. TAKACH

Partner

George S. Takach is the National Practice Group Leader of our Technology, Communications and Intellectual Property Group. Mr. Takach’s practice focuses on technology, software, Internet, e-commerce and related matters.

McCarthy Tétrault is Canada’s pre-eminent firm for high-tech law. Since its inception in 1997, the Canadian Legal Lexpert

Directory has found McCarthy Tétrault to have the strongest

computer law practice in Canada.

Mr. Takach represents a wide variety of Canadian and international companies that develop and market computer-based and related products and services, including software developers, Internet-related companies, hardware

manufacturers, multimedia companies, systems integrators, consulting companies, computer products distributors and dealers, other technology-oriented businesses, governments and other public sector organizations, universities, and research and development consortia. He provides legal services to these clients in a broad range of matters, including licensing, distribution, proprietary rights protection and other intellectual property issues, joint venture and strategic alliance arrangements, mergers, acquisitions and divestitures, bank and equity financing including IPOs, as well as matters relating to the Internet and e-business.

Some of his recent deals in 2002 and 2003 include:

¾ the sale of InSystems Technologies to Standard Register for US$89 million;

¾ the sale of Jewelstone Systems to AGF for $65 million; ¾ the financing of Chantry Networks by Flagship Ventures;

and

¾ the acquisition of Gary Jonas Computing Limited by Constellation Software Inc.

Mr. Takach also regularly assists purchasers and suppliers of computing resources with the negotiation and drafting of a wide variety of contracts, including software development, outsourcing, service bureau, hardware purchase, software license, lease/rental, maintenance, consulting, proprietary rights protection, source code escrow, disaster recovery, EDI trading partner, network services and Internet-related agreements.

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GEORGE S. TAKACH

Partner

In the area of outsourcing, Mr. Takach has a national practice with the following illustrative clients whom he has assisted with outsourcing agreements:

¾ a Saskatchewan-based utility; ¾ three Toronto-based banks;

¾ a Montréal-based natural resources company; ¾ a Hamilton-based steel company;

¾ a Montréal-based manufacturing company; ¾ a Toronto-based retailer; and

¾ a Vancouver based utility.

Mr. Takach is the author of three books. Computer Law, second edition (2003), is published by Irwin Law, and is available at www.irwinlaw.com. The Software Business, second edition (1997), was published by McGraw-Hill Ryerson.

Contracting For Computers, third edition (1998), is published

by Lexpert Press, and is available at (416) 214-2220. Since 1990, he has been an Adjunct Professor at Osgoode Hall Law School, York University, where he teaches a course in

Computer Law.

Mr. Takach appears in both the 2003 Guide to the Leading 500

Lawyers in Canada, published by Lexpert and American

Lawyer, and the 2003 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of computer & IT and technology. Mr. Takach obtained his BA and his J.D. from the University of Toronto. He also has an MA in international relations from the Norman Paterson School of International Affairs,

Carleton University in Ottawa. He was called to the Ontario bar in 1985.

Office: Toronto

Direct Line: 416 601 7662

E-mail: gtakach@mccarthy.ca

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Ernst & Young LLP

SHERY TEED

Partner

Sheryl Teed, B.Sc., C.A., C.I.S.A., C.F.E., CA-IT

Sheryl is a Partner in the Technology and Security Risk

Services practice at Ernst & Young in Toronto, Canada.

She leads the data privacy and regulatory compliance

practice in Canada. In this capacity, Sheryl has gained

extensive experience working on privacy-related issues for a

wide range of companies in the financial services,

insurance, e-commerce, telecom, healthcare and retail

industry sectors. Sheryl has over 25 years of experience in

servicing our large corporate clients.

Sheryl holds a Hon. B.Sc. from the University of Toronto

(Magna cum Laude), a C.A. (Chartered Accountant) from

the Canadian Institute of Chartered Accountants, a

C.I.S.A. (Certified Information Systems Auditor), a C.F.E.

(Certified Fraud Examiner) and a CA-IT.

References

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