Revolving Line of Credit Agreement with Larry Kristof dated October 15, 2008

1.

Line of Credit.  The Lender will make available to the Borrower for a period extending to October 14, 2010 (the “Maturity Date”), a revolving line of credit for the principal amount of up to US $250,000 (the “Credit Limit”). In connection herewith, the Borrower will execute and deliver to the Lender a promissory note in the amount of the Credit Limit attached hereto as “Exhibit A” (the “Promissory Note”). All sums advanced on the Credit Line pursuant to the Agreement or as Prior Advances shall become part of the principal of the Promissory Note.

2.

Prior Advances.  The balance of the Line of Credit available to be advanced to the Borrower will be reduced by the Prior Advances.

3.

Draw Down Period.  The Borrower may draw down funds under the Line of Credit from the Agreement Date until the Maturity Date.

4.

Notice of Advance by Borrower.  In order to draw down funds under the Line of Credit, the Borrower must provide written notice to the Lender of the amount the Borrower wishes to be advanced (the “Notice”), such amount not to exceed US $25,000 each month (the “Advance Amount”).

5.

Advances by Lender.  Within 30 days of receiving the Notice from the Borrower, the Lender will provide the Advance Amount to the Borrower.

6.

Method of Payment of Advances.  All advances made by the Lender on account of the Line of Credit will be made by cheque delivered to the Borrower or by wire transfer to an account to be designated by the Borrower.

7.

Payment of Outstanding Balance.  The outstanding balance of the Line of Credit, including the Prior Advances, is repayable on the Maturity Date. The Borrower may repay the outstanding balance, in whole or in part, at any time prior to the Maturity Date. Any repayments made by the Borrower prior to the Maturity Date will be applied toward the outstanding balance of the Line of Credit. The repaid funds may be re-borrowed by the Borrower at any time before the Maturity Date. At any particular time during the term of the agreement, the Borrower may have borrowed in aggregate no more than the Credit Limit.

8.

Fee.  The Borrower will pay to the Lender a one-time fee of US $100 within 10 business days of entering into the Agreement as consideration for the Line of Credit.

9.

Term.  The Agreement shall be effective as of the Agreement Date and will continue in full force and effect until the later of two years following the Agreement Date or until the outstanding balance of the Line of Credit has been paid in full.

10.

Costs.  The Borrower will pay the costs of the drawing, execution and delivery of the Agreement, provided however, that the parties will each be responsible for their own legal costs in relation to the Agreement.

11.

Assignment.  Neither party may assign its rights under the Agreement, in whole or in party, without the prior written consent of the other party.

12.

Enurement.  This Agreement and all its provisions will enure to the benefit of and be binding upon the parties, their successors and permitted assigns.

13.

Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed will be considered to be an original and such counterparts together will constitute one and the same agreement.

Invalidity of Any Provision.  If any covenant, obligation or provision contained in the Agreement is invalid or unenforceable, the remainder of the Agreement will not be affected and each covenant, obligation or provision of the Agreement will separately be valid and enforceable to the fullest extent permitted by law.