FINDERS FEE AGREEMENT

(1)

The Company is engaging in a private placement of its equity securities, namely units (the “Units”) at a price of $0.05 per unit. Each unit is comprised of one (1) common share in the capital stock of the Company and one three (3) year warrant to purchase an additional common share in the capital stock of the Company (hereafter collectively referred as the “warrants”) at an exercise price of $0.15 per warrant.

(2)

The Company is seeking persons to purchase Units from it and the Finder has represented to Company that it is acquainted with accredited investors (as defined below) to whom it can introduce the Company; and

(3)

The Company wishes to compensate the Finder for its efforts in introducing to the Company Accredited Investors who purchase Units.

1.

For the purposes of this Agreement, the term “Accredited Investor” is defined as a natural person who meets the definition of Accredited Investor in Rule 501 of Regulation D of the United States Securities and Exchange Commission.

2.

In consideration for introducing to the Company Accredited Investors who subscribe for Units in the Company’s capital stock, the Company will compensate the Finder with a cash finder’s fee payment of 5% (the “Finder’s Fee”) of the cash proceeds of the sale of Units to Accredited Investors to whom the Finder has introduced the Company.

3.

This Agreement, and the payment by the Company of the Finder’s Fee, will be subject to its approval by the appropriate regulatory Exchange (the "Exchange”).

4.

The Company shall pay, upon closing of its offering of Units to Accredited Investors introduced to it by the Finder, the Finder’s Fee.

5.

The Company represents and warrants to the Finder that:

(a)

it is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation;

(b)

it shares are listed on the Exchange and it is in good standing under the rules and policies of the Exchange and is not in breach of any of the requirements of its listing agreement with the Exchange;

(c)

the issue and sale of the Units by the Company does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Company is a party;

(d)

this Agreement has been or will be by the closing of the issuance of the Units, duly authorized by all necessary corporate action on the part of the Company;

(e)

it will comply with all applicable rules and regulations of the US Securities and Exchange Commission including, without limiting the generality of the foregoing, Rule 505 and Rule 506 of Regulation D and the requirement to file a Form D thereunder;

(f)

the Company is a “reporting issuer” under the US Securities Act of 1933 and is not in default of any of the requirements of this act or any of the administrative policies or notices of the US Securities and Exchange Commission; and

(g)

the Company has not advertised the Units for sale to persons in the United States.

6.

The Finder acknowledges that:

7.

The Finder represents and warrants to the Company that:

(a)

in connection with introduction to potential investors, it will comply with all applicable laws including, without limiting the generality of the foregoing, those rules and regulations set forth in Rule 505 and Rule 506 of Regulation D under the US Securities Act of 1933, as amended;

(b)

it has all permits, licenses and registrations required to perform the services hereunder and is a valid and subsisting corporation in good standing in its jurisdiction of incorporation;

(c)

it has all corporate powers necessary to enter into this Agreement; and

(d)

it will introduce to the Company only persons who are Accredited Investors as defined above;

(e)

it will not advertise the Units for sale in the United States or to residents of the United States as the term “resident” is defined in applicable US securities laws, rules and regulations;

(f)

this Agreement has been or will be by the closing of the issuance of the Units, duly authorized by all necessary corporate action on the part of the Finder; and

(g)

it is aware that the Finder’s Fee is in excess of the maximum finder’s fee permitted under the rules of the Exchange and, as a result, it is possible that the Exchange may, as a condition of regulatory approval of this Agreement, request that the finder’s fee be reduced to conform to its rules.

8.

In the event that the Exchange, as a condition of regulatory approval of this Agreement, requires that the Finder’s Fee be reduced, the Finder agrees to a reduction of the Finder’s Fee to that level which will comply with the rules of the Exchange.

9.

Any notice to be given under this Agreement shall be in writing and shall be delivered personally or mailed in British Columbia by registered mail, postage prepaid, and addressed to the parties at their addresses as given on the first page of this Agreement or at such other address as may from time to time be notified in writing by any of the parties. Any such notice shall be deemed to have been given if delivered by hand on the day delivered, and if mailed, five (5) business days following the date of posting; provided that if there shall be at the time of mailing or between the time of mailing and the fifth business day following the date of posting, a mail strike, slowdown or other labour dispute which might affect delivery of such notice by mail, then such notice shall be effective only if actually delivered.

10.

This Agreement may not be amended or otherwise modified except by an instrument in writing signed by both parties.

11.

The parties hereto shall execute such further and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement including, without limiting the generality of the foregoing, execution of any documents required by the policies of the Exchange in connection with obtaining Exchange approval of this Agreement.

12.

This Agreement may not be assigned by either party hereto except with the prior written consent of the other party hereto.

13.

This Agreement will be construed under and governed by the laws of the Province of British Columbia.

14.

This Agreement represents the entire agreement between the parties hereto and supersedes any and all prior agreements and understandings, whether written or oral, between the parties.

15.

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

16.

This Agreement may be executed by facsimile and in counterparts.