POLAR WIRELESS CORP.

June 22, 2011

2231470 Ontario Inc.

800 Steeles Avenue West

Suite B10-114

Thornhill, Ontario

L4J 7L2

Attention: Mark Vainberg

Dear Mark:

Pursuant to our oral understanding, the following letter is intended to confirm the agreement between the undersigned and ###-###-#### Ontario Inc. regarding a proposed transaction with ###-###-#### Ontario Inc. (“223”).

The agreement hereby confirmed is that, in the event that a merger, amalgamation or similar transaction is completed between the undersigned and 223 whereby 223 becomes, directly or indirectly, wholly-owned by the undersigned (the “Transaction”), the undersigned will issue to you, as a finder’s fee, shares of Series A preferred stock of the undersigned with a redemption value equal to US$400,000. It is understood that these shares will be issued on closing of the Transaction, and that no representation or warranty is made as to the free-tradeability of such shares in your hands.

 

If the foregoing adequately documents our agreement, please confirm by signing below and returning a copy of this letter to the undersigned.

Yours very truly,

 

George Perlin

President and Chief Executive Officer

We are in agreement with the above, and hereby so confirm on this 22nd day of June, 2011.

	2231470 ONTARIO INC.
Per:	/s/ Mark Vainberg
	Name:  Mark Vainberg
	Title:  President