TERMS OF REFERENCE
Revised March 15, 2007

OVERVIEW AND PURPOSE
The Environment, Health & Safety Committee (the "Committee") is appointed by and is responsible to the Board of Directors of Pulse Data Inc. (the "Corporation").

The Committee's mandate is to monitor the environmental, health and safety practices and procedures of the Corporation for compliance with applicable legislation, conformity with industry standards and prevention or mitigation of losses. The Committee also considers whether the implementation of the Corporation's policies related to health, safety and environmental matters is effective. It reviews, reports and, when appropriate, makes recommendations to the Board on the Corporation's policies and procedures related to the environment, health and safety.

CONSTITUTION:

1. The Committee shall be composed of a minimum of three (3) directors, the majority of whom shall be independent.
2. The members of the Committee shall be appointed or reappointed at the meeting of the Board immediately following each annual meeting of the shareholders of the Corporation. Each member of the Committee shall continue to be a member thereof until such member's successor is appointed, unless such member shall resign or be removed by the Board or such member shall otherwise cease to be a director of the Corporation. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three (3) directors as a result of the vacancy.
3. The members of the Committee shall choose one of its independent members to serve as Chair (the "Chair") who is responsible for the preparation of reports to the Board and conducting the meetings of the Committee. If the Chair of the Committee is not present at any meeting of the Committee, the Chair of the meeting shall be chosen by the Committee from among the independent members present. Resolutions of the Committee shall be carried by the majority of the votes of the members of the Committee present at the meeting.
4. The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board of Directors may from time to time determine.

MEETINGS AND MINUTES:

1. The time and place of meetings of Committee and the procedures at such meetings shall be determined from time to time by the members thereof, provided that a quorum for meetings shall be a majority of the members present.
2. Members of the Committee may with the approval of the Committee participate in a meeting by telephone conference call.
3. The Committee shall meet at least quarterly.
4. Notice of the time and place of and an agenda and related materials respecting every meeting shall be given in writing or facsimile communication to each member of the Committee at least 48 hours prior to the time listed for such meeting, provided, however, that a member may in any manner waive a notice of a meeting and attendance of a member at a meeting is a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
5. All members of the Board are free to attend any meetings of the Committee and participate, but only the members of the Committee are entitled to vote on any matter before the Committee. Other than members of the Board, entitlement to attend any Committee meeting or portion thereof will be determined by the Chair of the Committee or by the members of the Committee. The Committee may invite such officers, directors, employees and external advisors of the Corporation as it may see fit from time to time to attend a meeting of the Committee and assist in the discussion and consideration of the matters being considered by the Committee.
6. The minutes of all meetings of the Committee are to be provided to the Board. Oral reports by the Chair on recent matters not yet minuted are to be provided to the Board at its next meeting.
7. Supporting schedules and information reviewed by the Committee will be available for examination by any directors upon request to the Chair.

DUTIES AND RESPONSIBILITIES:
The Committee shall be charged with the following duties and responsibilities:

1. Review, approve and make recommendations to the Board in respect of environment, health and safety guidelines, policies, procedures and practices, including the following:
1. The risk management guidelines applicable to environment, health & safety matters;
2. The procedures and practices to be followed in the conduct of operations, and which are directed to prevent any injury to the public or employees, and to minimize any adverse environment, health or safety impacts;
3. The policies, procedures and practices relating to the documentation and reporting of environment, health and safety regulatory approvals, compliance and incidents;
4. The emergency response planning and procedures relating to environment, health and safety matters;
5. The status and assessment reports from management regarding compliance with environment, health and safety policies and the applicable legal and regulatory standards;
6. The methods of communicating environment, health and safety policies, procedures and practices;
7. The timing and scope of environment, health and safety audits;
8. The insurable risks related to environment, health and safety issues, including an evaluation of the cost/insurance benefits associated with those risks;
9. The Directors' and officers' duties and responsibilities relating to environment, health and safety matters; and
10. Any other matter properly referred to the Committee by the Chair of the Board, the Board, a Director, the President and CEO, or the management of the Corporation for review, recommendation or decision.


2. Have the right, as deemed necessary by the Committee, from time to time, to:
1. Examine such records as it deems necessary to ensure that reasonable measures are in place to prevent environmental, health or safety mishaps or non-compliance with environment, health and safety regulatory requirements;
2. Retain independent advice if appropriate; and
3. Meet separately with senior management, employees or independent advisors, as appropriate, in respect of environment, health and safety matters.


3. Review annually and report to the Board on the adequacy of the Committee's terms of reference.

If, in order to properly discharge its functions, duties and responsibilities, it is necessary in the opinion of the Committee, that the Committee obtain the advice and counsel of external advisors, the Chair shall, at the request of the Committee and with the approval of the Board of Directors, engage the necessary advisors.