AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

EXHIBIT 4.4

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT dated for reference the 1st day of September 2000

BETWEEN:

AUTUMN INDUSTRIES INC., a company duly incorporated under the laws of the Province of British Columbia and having its registered and records office at 0000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

(hereinafter referred to as the "Company")

OF THE FIRST PART

AND:

GBC SYSTEMS CORP. a Company duly incorporated under the laws of the Province of British Columbia and having its registered and records office at 0000-00000 000xx Xxxxxx, Xxxxxx, XX X0X 0X0

(hereinafter referred to as "GBC")

OF THE SECOND PART

AND:

XXXXXX X. XXXX, of 2002 - 00000 000xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0.

(hereinafter referred to as "Caul")

OF THE THIRD PART

WHEREAS:

1. The Company, GBC and Caul entered into a Management Services Agreement dated for reference the 1st day of May, 1999 (the "Agreement"); and
2. The parties now wish to amend the agreement on the terms and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of the covenants and agreements hereinafter contained, the parties hereto have agreed to the following amendments:

1. Clause 4.1(a) of the Agreement is hereby amended as follows:

"the sum of Ten Thousand Dollars ($10,000.00) per month ($120,000.00 per annum) excluding GST, payable on the last day of each month."

2. Clause 4.1(b) of the Agreement is hereby removed and replaced to read as follows:

"a car allowance of One Thousand Two Hundred ($1,200.00) per month ($14,400.00 per annum)."

3. In all other respects, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.

THE CORPORATE SEAL OF AUTUMN INDUSTRIES INC. was hereunto affixed in the presence of :
"Xxxxx X. Xxxxxx"
Authorized Signatory
"W. Xxxxxx Xxxxxx"
Authorized Signatory
THE CORPORATE SEAL OF GBC SYSTEMS CORP.
"Xxxxxx X. Xxxx"
Authorized Signatory
SIGNED AND DELIVERED BY	"Xxxxxx X. Xxxx"
XXXXXX X. XXXX in the presence of:	XXXXXX X. XXXX
"Xxxxx Xxxxxxxx"
Name
"5824 Farmers Drive, Kelowna"
Address
"Executive Assistant"
Occupation