Transfer Agency And Registrarship Agreement

EXHIBIT 10.9


TRANSFER AGENCY AND REGISTRARSHIP AGREEMENT


Memorandum of Agreement, made as of the 8th day of September, 1998.


BETWEEN: INZECO HOLDINGS INC.
an Alberta Corporation


[hereinafter referred to as the "Issuer"]


AND: EQUITY TRANSFER SERVICES, INC.
Suite 420, Richmond Adelaide Centre
120 Adelaide Street West
Toronto, Ontario
Canada, MSH 4C3


[hereinafter referred to as "Equity"]


IT IS AGREED AND COVENANTED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:


1. The "Issuer" having by resolution of its directors appointed "Equity"
as Dividend Disbursing Agent, Transfer Agent and Registrar in Toronto
of its shares, "Equity" accepts such appointment upon the terms
hereinafter mentioned.


2. "Equity" shall keep at its office in Toronto the "Issuer's" share
ledger, register and branch registers of transfers and share
certificates, and subject to such general and particular instructions
as may from time to time be given to it by or under the authority of
the Board of Directors of the "Issuer", "Equity" shall:


(a) make such entries from time to time in the books as may be
necessary in order that the accounts of each shareholder of
the "Issuer" may be properly and accurately kept and transfers
of shares properly recorded; and


(b) countersign and issue share certificates to the shareholders
entitled thereto representing the shares held or transferred
to them respectively.


3. "Equity" shall disburse dividends which may be declared from time to
time on the shares of the "Issuer" and "Equity" is hereby authorized
and directed to pay such dividends after receipt at its principal
office of a certified copy of the resolution of the board of directors
of the "Issuer" declaring such dividends.


4. The "Issuer" shall lodge with "Equity" certified specimens of the
signatures of the Directors and/or Officers of the "Issuer" who are
authorized to sign share certificates and other documents. The "Issuer"
undertakes to provide "Equity" with all possible assistance in
identifying the signatures of shareholders so that "Equity" may be in a
position to guard against illegal transfers.


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5. "Equity: may act upon any signature, certificate or other document
believed by it to be genuine and to have been signed by the proper
person or persons, or refuse to transfer share certificate if it is not
satisfied as to the propriety of the requested transfer and, in so
doing, "Equity" shall be held harmless by the "Issuer" from all
liability and expense if it acted in good faith.


6. It shall not be the duty of "Equity" to pass on the validity of
transfers of shares owing to death, transfers by parents or guardians,
powers of attorney, transfers of replacements of share certificates
lost, stolen, mutilated or destroyed, etc., and it is hereby authorized
at "Equity's" discretion, to refer all documents relating to such
transfers to the solicitors of the "Issuer", Stikeman Graham & Keeley,
at the expense of the "Issuer", and "Equity" shall be entitled to rely
absolutely upon their opinion.


7. Upon receipt of notice from the "Issuer" or from any shareholder that a
certificate has become lost, stolen or destroyed, "Equity" agrees to
place an appropriate notation on the register of shareholders to act in
accordance with the instructions of the "Issuer" in the issuance of
share certificates in substitution therefor.


8. "Equity" may from time to time refer any legal questions which may rise
in connection with the performance of its duties hereunder to counsel
for the "Issuer", at the expense of the "Issuer", or to its own counsel
for an opinion thereon and shall be entitled to rely abs ...