Settlement Agreement with Robert Baker dated December 5, 2014

In accordance with the terms of the Subscription Agreement, the Corporation, Woodburn and Baker desire to enter into this Agreement to fully, finally and irrevocably resolve all Claims between them of whatever kind or nature.

In full, final and irrevocable settlement of all Claims between Woodburn and Baker, on the one hand, and the Corporation on the other hand, Baker hereby accepts the following consideration from the Corporation:

a $10,000 cash payment on or before 30 days from the exercise by the Corporation of the First Option under the Option Agreement; and

a cash payment of a minimum of $2,400 per month until such time as Baker has received an aggregate of $34,000 in cash consideration from the Corporation pursuant to this Agreement.

Woodburn and Baker hereby expressly acknowledge and agree that, notwithstanding s. 3.2 of the Consulting Agreement, Baker shall be responsible for paying any and all outstanding parking fees and taxes incurred by Woodburn or Baker at the Metropolitan Hotel, Vancouver from the date of the Consulting Agreement to the date of this Agreement, and shall not be entitled to any reimbursement by the Corporation in respect thereof.  For clarity, Baker hereby accepts and assumes sole responsibility for paying such fees and taxes and covenants with the Corporation to do so on or before December 31, 2014 and to provide evidence thereof satisfactory to the Corporation promptly upon request.

Woodburn and Baker hereby expressly acknowledge and agree that, upon the execution of this Agreement, neither Woodburn nor Baker will be entitled to receive any compensation from the Corporation or be reimbursed by the Corporation for any expenses incurred by Woodburn pursuant to the Consulting Agreement.

Subject to the performance by the Corporation of all of its obligations contained in this Agreement, Woodburn, Baker and each of their respective affiliated companies, proprietorships, servants, agents, heirs, administrators, executors, successors and assigns (the “Releasing Parties”) hereby release, acquit and forever discharge the Corporation and its subsidiaries, predecessors, successors, parent companies, affiliated companies, servants, agents, officers, directors, successors and assigns (the “Released Parties”) of and from any and all actions, causes of action, claims, demands, debts, obligations, compensation and damages of whatever nature or kind and however arising, whether known or unknown (the “Claims”), which the Releasing Parties, or any of them, now has or at any time hereafter can, shall or may have to the present date for or by reason of or arising out of any cause, act, deed, contract, matter, thing or omission whatsoever and without limiting the generality of the foregoing, any other matter arising between them.

For the consideration expressed herein, the Releasing Parties agree not to solicit, encourage, fund or assist any third party to make and claim or take any action or proceedings against the Released Parties related to the matters herein.