AGREEMENT

This Agreement is made by and between Celldonate Inc. ("CUSTOMER"), with its principal place of business at 325 - 1130 West Pender Street, Vancouver  and Caring Capital Corporation ("FACILITATOR") with its principal place of business at 305 - 1130 West Pender Street, Vancouver.

WHEREAS, CUSTOMER desires to retain FACILITATOR to Facilitate the Technology Development (the "Project") for CUSTOMER as described in the Work Plan (as defined in Section I below);

WHEREAS, FACILITATOR desires to undertake the Project and agrees to do so under the terms and conditions set forth in this Agreement;

Section 1.  Work Plan . FACILITATOR has prepared a Work Plan for the Project, which includes the following:

Section 2. Payment . The price for the Project shall be 1500 USD per month and reimbursement of expenses made on behalf of CUSTOMER. The FACILITATOR can at its sole discretion postpone invoices to a later stage of the technology development. At the conclusion of the project an additional 10% of the total invoices shall be due in convertible equity, kept in Convertible Notes at a share price valid on the date of this contract.

Section 3. Changes in Workplan . If at any time following acceptance of the Work Plan, CUSTOMER should desire to change the specifications or other elements of the Work Plan, CUSTOMER shall submit to FACILITATOR a written proposal specifying such changes. FACILITATOR shall evaluate each such proposal and shall submit to CUSTOMER a written response within five (5) working days following receipt thereof. FACILITATOR’s response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.

Any changes to the Work Plan shall be evidenced by a "Work Plan Amendment." The Work Plan Amendment shall be signed by authorized representatives of FACILITATOR and CUSTOMER, and shall be deemed a part of this Agreement. If FACILITATOR does not approve the Work Plan Amendment, he shall not be obligated to perform any additional services hereunder.

Section 4. Authority . FACILITATOR and CUSTOMER each hereby represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized and that the Agreement is a legal, valid and binding agreement of Web Designer and Customer, enforceable in accordance with its terms. Web Designer and Customer further represent that this Agreement does not breach or violate any agreement to which it is a party or to which it is bound.

Section 5. Rights to Work Product . FACILITATOR hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the "Work Product") are works which have been specially commissioned by CUSTOMER and are "work made for hire" for CUSTOMER and CUSTOMER shall own all right, title, and interest therein. CUSTOMER shall be considered the author of the Work Product for purposes of copyright and shall own all the rights in and to the copyright of the Work Product and, as between CUSTOMER and FACILITATOR, only CUSTOMER shall have the right to obtain a copyright registration on the same which CUSTOMER may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, CUSTOMER is the author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. To the extent FACILITATOR does not own such Work Product as a work made for hire, FACILITATOR hereby assigns, transfers, releases and conveys to Customer all rights, title and interest to such Work Product, including but not limited to all other patent rights, copyrights, and trade secret rights.