THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 11, 2003, by and between Tucows.com Co., a Nova Scotia corporation (the "Corporation"), and Graham Morris (the "Executive").

        WHEREAS, the Executive is employed by the Corporation as Chief Operating Officer; and

        WHEREAS, the terms and conditions of the Executive's employment are currently set forth in that certain Executive Compensation Agreement between the Executive and Tucows International Corporation, a former subsidiary of the Corporation, dated as of September 5th 2000, that was assumed by the Corporation (the "Predecessor Agreement"); and

        WHEREAS, the Corporation and the Executive have agreed upon revised terms and conditions for the Employee's continued employment with the Corporation, which revised terms and conditions are set forth in this Agreement and are intended to supersede and replace the Predecessor Agreement.

        NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein and for other good and valuable consideration, the parties agree as follows:

        1. TERM

        The Corporation shall employ the Executive for an indefinite term subject to any termination provisions that form part of this Agreement.

        2. DUTIES

        The Executive shall serve the Corporation in the capacity of Chief Operating Officer ("COO"). He will report to the Chief Executive Officer of the Corporation, as appointed by the Board of Directors, and shall perform such duties and exercise such powers of the position of COO.

        Without limitation of the foregoing, the Executive shall:

        The Executive acknowledges that these duties supersede any previous duties or responsibilities of the Executive under any previous contracts, including the Predecessor Agreement.


        The intent of this Agreement is to entitle the Executive to an annual compensation package for his services considering the role and performance of the Executive and the size and stage of development of the Tucows Companies, which is equal to the higher of (a) fair market value or (b) to the extent compensation levels for comparable senior executives of the Corporation exceed fair market value, the compensation levels of such comparable senior executives. Such fair market compensation is to be comprised of a base salary, annual bonuses, options and other perquisites of office, and is to be exclusive and not considerate of share dividends and other corporate benefits which executives receive in their capacity as shareholders.

        (a) Base Salary

        The annual base salary payable to the Executive for his services hereunder shall initially be at a rate of Cdn$187,500 commencing on January 1, 2003 which amount shall be exclusive of bonuses, options, share dividends, benefits and other compensation. The base salary shall be paid on the normal payroll cycle of the Corporation.

        (b) Compensation Review

        The Executive's compensation shall be reviewed annually by the Compensation Committee of the Board of Directors of Tucows within three months of the Corporation's year-end and any adjustment resulting from such review will be effective from the year end date.

        (c) Bonus Structure

        The Executive will be entitled to participate as appropriate in any bonus plan for senior executive employees that the Corporation may institute from time to time.

        (d) Employee Benefits

        The Executive shall be entitled to participate in all of the Corporation's benefit plans made generally available to its senior executive employees from time to time in accordance with the terms thereof at the Corporation's expense. The Corporation will pay the benefit premiums, excluding long term disability.

        (e) Car Allowance and Parking Space

        The Corporation shall pay to the Executive a monthly car allowance of Cdn$500 plus taxes. The Corporation shall also provide the Executive with a parking space at the Corporation's office in which the Executive is primarily working, at its expense.

        (f) Vacation

        During the term of this Agreement, the Executive shall be entitled to four weeks vacation annually. Such vacation shall be taken at a time or times acceptable to the Corporation having regard to its operations.

        (g) Change in Control Benefits

        (1) As used herein the following words and phrases shall have the following respective meanings unless the context indicates otherwise:



        (2) In the event a Change in Control occurs and (1) if within 18 months thereafter, the Executive's employment with the Corporation or a Subsidiary or any Successor shall terminate either (a) by action of the Corporation or a Subsidiary or any Successor without Cause or (b) by reason of the Executive's resignation from such employment for Good Reason or (2) the Executive tenders his resignation from such employment with or without Good Reason within the 30-day period immediately following the date that is six months after the effective date of the Change in Control, the Executive shall be entitled to the following benefits (in addition to any benefits that would otherwise be payable under Section 5):


        (3) The benefits described in Section 3(g)(2) above shall be provided in addition to, and not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options or other benefits which may be owed to the Executive following termination, including but not limited to accrued vacation or sick pay amounts or benefits payable under any bonus or other compensation plans, stock option plan, stock ownership plan, stock purchase plan, life insurance plan, health plan, disability plan or similar or successor plan.

        (4) Upon a Change in Control, the Corporation's obligations to provide the benefits described in Section 3(g)(2) above shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation, Tucows or any of its Subsidiaries may have against the Executive.

        (5) The change in control benefits described in this Agreement shall bind any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Corporation would be obligated under the Agreement if no succession had taken place. In the case of any transaction in which a Successor would not by the foregoing provision or by operation of law be bound by the Agreement, the Corporation or Tucows shall require such Successor expressly and unconditionally to assume and agree to perform the Corporation's obligations under this Agreement, in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

        (h) D&O insurance and Indemnity

        The Executive will be an "officer" of the Corporation who will be covered under the Corporation's or Tucows' D&O insurance policy. To the extent that the corporation lacks sufficient insurance to fully indemnify the Executive (e.g., does not have D&O insurance), the Corporation agrees that it shall indemnify the Executive with regard to legal defense costs and liability costs. For greater certainty, the Corporation will pay the legal fees when presented with an invoice rather than requiring Executive to pay same and claim reimbursement. The Corporation shall have the right to choose whether or not to defend or settle and to appoint counsel of its choice.

        4. EXPENSES

        The Executive shall be reimbursed for all reasonable travel and other out-of-pocket expenses actually and properly incurred by the Executive from time to time in connection with carrying out his duties hereunder. For all such expenses the Executive shall furnish to the Corporation originals of all invoices or statements in respect of which the Executive seeks reimbursement.

        5. TERMINATION

        (a) Death or Disability

        In the event of permanent disability or death of the Executive, this Agreement may be terminated by the Corporation by notice to the Executive. The Executive is deemed to have become permanently disabled if in any year during the employment period, because of ill health, physical or mental disability, or for other causes beyond the control of the Executive, the Executive has been continuously unable or unwilling or has failed to perform the Executive's duties for nine consecutive months. The term "any year of the employment period" means any period of 12 consecutive months during the employment period.

        (b) For Cause

        The Corporation may terminate the employment of the Executive at any time for Cause without payment of any compensation either by way of anticipated earnings or damages of any kind or payment in lieu of notice. In the event that the Corporation wishes to terminate the Executive's employment for


Cause, the Corporation will provide the Executive with written notice of the circumstances that entitle the Corporation to so terminate the Executive.

        (c) Without Cause

        The Corporation may terminate the employment of the Executive without Cause at any time upon 30 days' prior written notice to the Executive. In the event of such termination, the Executive shall be entitled to payment of: (i) all compensation due through the Date of Termination (including a pro rata payment of bonuses earned) and (ii) a termination sum in the amount of six months compensation plus one month's compensation for each year of service. For this purpose, compensation is defined as including, but not limited to, base salary, vacation pay, and car allowance, and options which vest during the severance in lieu of notice period. The Corporation shall not be entitled to provide notice in lieu of the termination compensation. Furthermore, the termination compensation sum is payable forthwith after termination, whether or not the Executive seeks or finds alternative employment within any set time period after termination. Termination compensation will be payable in equal installments over six months if Executive is satisfied, in his discretion, acting reasonably, that there is adequate security to ensure that the compensation will in fact be paid in full. The Corporation will also continue to provide medical and dental coverage under all applicable plans for the Executive and all entitled beneficiaries for the same period.

        (d) By Executive

        The Executive may terminate this Agreement upon providing the Corporation with three months notice in writing of his intention to do so.


        The Corporation shall be the owner of all work products created by the Executive or in which the Executive assisted in the creation during the course of his employment with the Corporation. All intellectual property rights in such work products, including all patents, trademarks, copyrights, trade secrets and industrial designs, shall be the exclusive property of the Corporation.

        In the event that the Executive acquires any rights or interests in the work products or in any intellectual property rights relating to the work products, the Executive hereby assign all such right and interests to the Corporation. The Corporation shall have the exclusive right to obtain copyright registrations, letters patent, industrial design registrations, trademark registrations, or any other protection in respect of the work products and the intellectual property rights in the work products anywhere in the world. At the expense and request of the Corporation, the Executive shall both during and after his employment with the Corporation, execute all documents and do all other acts necessary to enable the Corporation to protect its rights in such work products and the intellectual property rights in the work products.


        During the term of this Agreement and for a period of 12 months from the Date of Termination of this Agreement, the Executive hereby covenants and agrees that:


        The Corporation may apply for or have an injunction restraining breach or threatened breach of the covenants herein contained.


        The Executive acknowledges and agrees that:

        9. NO ASSIGNMENT

        The Executive may not assign, pledge or encumber the Executive's interest in this Agreement nor assign any of the rights or duties of the Executive under this Agreement without the prior written consent of the Corporation.

        10. SEVERABILITY

        If any provision of this agreement, including the breadth or scope of such provision, shall be held by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement and such remaining provisions, or part thereof, shall remain enforceable and binding.


        11. GOVERNING LAW

        This Agreement shall be governed in accordance with the laws of the Province of Ontario.

        12. SUCCESSORS

        This Agreement shall be binding on and inure to be benefit of the successors and assigns of the Corporation and the heirs, executors, personal legal representatives and permitted assigns of the Executive.

        13. NOTICES

        Any notice or other communication required or permitted to be given hereunder shall be in writing and either delivered by hand or mailed by prepaid registered mail. At any time other than during a general discontinuance of postal service due to strike, lock-out or otherwise, a notice so mailed shall be deemed to have been received three business days after the postmarked date thereof or, if delivered by hand, shall be deemed to have been received at the time it is delivered. If there is a general discontinuance of postal service due to strike, lock-out or otherwise, a notice sent by prepaid registered mail shall be deemed to have been received three business days after the resumption of postal service. Notices shall be addressed as follows:

  If to the Corporation:



Tucows.com Co.
96 Mowat Avenue
Toronto, Ontario M6K 3M1



If to the Executive:



Mr. Graham Morris
9 Tudor Gate
Toronto, Ontario, M2L 1N3


        All legal fees, including any of the Executive's legal fees pertaining to the drafting or interpretation, while the Executive is employed by the Corporation, of this agreement will be at the Corporation's cost.

        15. LEGAL ADVICE

        The Executive hereby represents and warrants to the Corporation and acknowledges and agrees that he had the opportunity to seek, and was not prevented nor discouraged by the Corporation from seeking independent legal advice, prior to the execution and delivery of this Agreement and that, in the event that he did not avail himself of that opportunity prior to signing this Agreement, he did so voluntarily without any undue pressure agrees that his failure to obtain independent legal advice shall not be used by him as a defense to the enforcement of his obligations under this Agreement.



        IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written.






/s/ Elliot Noss
Elliot Noss — Chief Executive Officer





/s/ Graham Morris
Graham Morris


Appendix 1

Tucows Group
Change-in-Control Bonus
Graham Morris

  Market Capitalization
  Bonus $US
Below 29,999,999 
  30,000,000 187,500
  31,000,000 193,750
  32,000,000 200,000
  33,000,000 206,250
  34,000,000 212,500
  35,000,000 218,750
  36,000,000 225,000
  37,000,000 231,250
  38,000,000 237,500
  39,000,000 243,750
  40,000,000 250,000
  41,000,000 260,000
  42,000,000 270,000
  43,000,000 280,000
  44,000,000 290,000
  45,000,000 300,000
  46,000,000 310,000
  47,000,000 320,000
  48,000,000 330,000
  49,000,000 340,000
  50,000,000 350,000
  51,000,000 360,000
  52,000,000 370,000
  53,000,000 380,000
  54,000,000 390,000
  55,000,000 400,000
  56,000,000 410,000
  57,000,000 420,000
  58,000,000 430,000
  59,000,000 440,000
  60,000,000 450,000
  61,000,000 460,000
  62,000,000 470,000
  63,000,000 480,000
  64,000,000 490,000
  65,000,000 500,000
  66,000,000 533,333
  67,000,000 566,667
  68,000,000 600,000
  69,000,000 633,333
  70,000,000 666,667
  71,000,000 700,000
  72,000,000 733,333
  73,000,000 766,667
  74,000,000 800,000

  75,000,000 833,333
  76,000,000 866,667
  77,000,000 900,000
  78,000,000 933,333
  79,000,000 966,667
  80,000,000 1,000,000

Source: OneCLE Business Contracts.