LOAN AGREEMENT

A.

The Borrower requires working capital to fund its ongoing business operations; and

B.

The Lender has offered to advance funds to the Borrower on the terms and conditions as more particularly set out in herein.

1.

Definitions and Interpretation

1.1

Definitions. In this Agreement the following words and phrases shall have the following meanings:

(a)

"Event of Default" means any of the events of default described in Section 6.

(b)

"Loan" means the Principal owing by the Borrower to the Lender in accordance with this Agreement.

(c)

"Principal" has the meaning ascribed thereto in Section 2.1.

1.2

Captions and Section Numbers . The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

1.3

Extended Meanings . The words "hereof", "herein", "hereunder" and similar expressions used in any clause, paragraph or section of this Agreement shall relate to the whole of this Agreement and not to that clause, paragraph or section only, unless otherwise expressly provided.

1.4

Number and Gender . Whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed to mean the plural or feminine or body corporate where the context of this Agreement or the parties hereto so require.

1.5

Section References and Schedules . Any reference to a particular "article", "section", "subsection" or other subdivision is to the particular article, section or other subdivision of this Agreement and any reference to a schedule by letter shall mean the appropriate schedule attached to this Agreement and by such reference the appropriate schedule is incorporated into and made part of this Agreement.

1.6

Governing Law . This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of British Columbia and all disputes arising under this Agreement shall be referred to the Courts of the British Columbia.

1.7

Severability of Clauses . In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.8

Currency . All sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in currency of the United States unless otherwise expressly stated.

2.

Loan

2.1

Amount of Loan . In reliance upon the representations and warranties contained herein and subject to the terms and conditions of this Agreement, the Lender will lend to the Borrower the principal sum of $100,000 (the "Principal").

2.2

Interest . The Principal is non-interest bearing.

2.3

Repayment of the Loan . The Loan shall be repayable in full on September 22, 2009.

2.4

Accelerated Payment on an Event of Default . Notwithstanding anything else to the contrary herein contained, upon an Event of Default, at the option of the Lender, and upon notice in writing from the Lender to the Borrower, the Loan shall become due and payable in full.

2.5

Extension. The Loan may be extended for up to an additional year at the request of the Borrower.

3.

Representations and Warranties

3.1

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows, with the intent that the Lender will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby:

(a)

The Borrower is a company duly incorporated and organized under the laws of Canada, and has the power, authority and capacity to enter into this Agreement and to carry out its terms;

(b)

The Borrower has the corporate power and authority to own its property, carry on the business now being conducted by it, execute and deliver this Agreement, and to perform all of the obligations of the Borrower hereunder;

(c)

All necessary corporate actions and proceedings have been taken to authorize the execution and delivery by the Borrower of this Agreement and the performance by the Borrower of all of its obligations hereunder and, when delivered to the Lender, will constitute legal, valid and binding obligations of the Borrower enforceable in accordance with its terms;

(d)

The entry into of this Agreement and the performance by the Borrower of its obligations thereunder do not and will not result in the violation of any of the terms of the constating documents of the Borrower or any agreement to which the Borrower is a party or by which it or any of its properties or assets are bound; and

(e)

There is no action, suit or proceeding at law or in equity or by or before any governmental agency now pending, or to the knowledge of the Borrower threatened against or affecting the Borrower or any of its properties or assets which, if adversely determined, would materially impair the ability of the Borrower to carry on its business substantially as now conducted or which would materially adversely affect its financial condition.

3.2

Representations and Warranties of the Lender. The Lender represents and warrants to the Borrower as follows, with the intent that the Borrower will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby:

(a)

The Lender is a company duly incorporated and organized under the laws of Nevada, and has the power, authority and capacity to enter into this Agreement and to carry out its terms;

(b)

The Lender has the corporate power and authority to own its property, carry on the business now being conducted by it, execute and deliver this Agreement, and to perform all of the obligations of the Lender hereunder;

(c)

All necessary corporate actions and proceedings have been taken to authorize the execution and delivery by the Lender of this Agreement and the performance by the Lender of all of its obligations hereunder and, when delivered to the Borrower, will constitute legal, valid and binding obligations of the Lender enforceable in accordance