First Amendment to Loan Agreement dated May 9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000

Definitions. Capitalized terms used in this Agreement shall have the same meaning as specified in the Loan Agreement unless the context clearly indicates the contrary.

Amendment. The Loan Agreement is hereby amended as follows:

The term “Maturity” is replaced in its entirety with the following:

“Maturity” means July 25, 2009;

Section 2.1 of the Loan Agreement is replaced in its entirety with the following:

The Promissory Note evidencing the Loan Agreement is hereby replaced in its entirety with the Promissory Note attached hereto as Schedule “A” to this Agreement.

No Other Modification. The parties confirm that the terms, covenants and conditions of the Assignment Agreement remain unchanged and in full force and effect, except as modified by this Agreement.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof.

FOR VALUE RECEIVED the Borrower hereby promises to pay to or to the order of the Lender on July 25, 2009, the principal sum of $50,000 (CDN), together with interest thereon at the rate of 15% per annum, both before and after maturity from the date hereof.

The Lender may at his option, at any time prior to July 25, 2009, convert all or any portion of the Principal Sum into units of the Borrower at a conversion rate of $0.30 (U.S.) per unit (the “Units”) with each unit consisting of one (1) common share and one (1) share purchase warrant. Each warrant will entitle the Lender to purchase an additional common share at a price of $0.35 (U.S.) per share for a period of two (2) years from the date of issuance of the Units.

The Borrower waives presentment, demand, notice, protest and notice of dishonour and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Promissory Note.

The Borrower agrees this Promissory Note may be negotiated, assigned, discounted, or pledged by the Lender and in every case payment will be made to the holder of this Promissory Note instead of the Lender upon notice being given by the holder to the undersigned, and no holder of this Promissory Note will be affected by the state of accounts between the undersigned and the Lender or by any equities existing between the undersigned and the Lender and will be deemed to be a holder in due course and for the value of the Promissory Note held by him.