Mantra Venture Group Ltd.:  Exhibit 10.1 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT is made and entered into as of
this 8th day of January, 2013, between MANTRA VENTURE GROUP LTD., a body
corporate, with an office in the Province of British Columbia, Canada (the
"Corporation") and Larry Kristof an individual resident in the City of
Surrey in the Province of British Columbia (the "Employee").

WHEREAS

	A. 	
      In consideration of the mutual covenants and agreements
      hereinafter contained and for other good and valuable consideration (the
      receipt and sufficiency of which is hereby acknowledged) the parties have
      agreed and this Agreement witnesses as set forth
below.



ARTICLE 1 

  DEFINITIONS AND INTERPRETATION 

	1.1 	
      The Employee will be employed with the Corporation as
      Chief Executive Officer ("CEO") until terminated in accordance with
      this Agreement.

	 	 	 	 
	1.2 	
      For the purpose of this Agreement, the following terms
      shall have the meanings specified below:

	 	 	 	 
		(a) 	
      "Agreement" means this amended and restated
      executive employment agreement;

	 	 	 	 
		(b) 	
      "Board" means the Board of Directors of the
      Corporation;

	 	 	 	 
		(c) 	
      "Business" means the business of the Corporation,
      being the acquisition and development of environmentally friendly
      technologies;

	 	 	 	 
		(d) 	
      "CEO" means the Chief Executive Officer of the
      Corporation from time to time;

	 	 	 	 
		(e) 	
      "Change of Control" means:

	 	 	 	 
			(i) 	
      The acquisition by a third party of more than 50% of the
      then outstanding voting securities of the Corporation;

	 	 	 	 
			(ii) 	
      The change of control of the Board resulting from the
      election as directors at a meeting of shareholders of the Corporation of
      less than a majority of those persons named as intended to be nominated by
      management in an information circular prepared by management in connection
      with the meeting;

	 	 	 	 
			(iii) 	
      Completion by the Corporation of a private placement as a
      result of which the number of then outstanding voting Securities of the
      Corporation increases to an amount at which the Corporation's then
      outstanding voting Securities that are subject to those certain Voting
      Trust Agreements is decreased to less than 51%.

	 	 	 	 
			(iv) 	
      The sale of all or substantially all the assets of the
      Corporation;

	 	 	 	 
			(v) 	
      The sale, exchange or other disposition of a majority of
      the outstanding voting Securities of the Corporation in a single or series
      of related transactions;







2 

	 	(vi) 	
      The dissolution of the Corporation's business or the
      liquidation of its assets;

	 	 	 	 
	 	(vii) 	
      A merger, amalgamation or arrangement of the Corporation
      in a transaction or series of transactions in which the Corporation's
      shareholders receive less than 51% of the outstanding voting Securities of
      the new or continuing Corporation or less than 50% of the number of
      directors of the entity immediately following any such merger,
      amalgamation or arrangement of the Corporation are directors who were a
      part of the Board on the date immediately prior to the transaction or
      series of transactions;

	 	 	 	 
	 	(viii) 	
      The acquisition, directly or indirectly, through one
      transaction or a series of transactions, by any Person, of an aggregate of
      more than 30% of the outstanding voting Securities, or the combined voting
      power of the outstanding voting Securities; provided, however, if such
      Person acquires such voting Securities directly from the Corporation, such
      voting Securities shall not be included unless such Person subsequently
      acquires additional voting Securities which, when added to the Shares
      acquired directly from the Corporation, exceed 30% of the Corporation's
      then outstanding voting Securities, or the combined voting power of the
      outstanding voting Securities, and provided further that any acquisition
      of voting Securities by any Person in connection with a transaction
      described in section 1.2(e)(vi) above shall not be deemed to be a Change
      of Control; or

	 	 	 	 
	 	(ix) 	
      The following individuals cease for any reason to
      constitute at least 50% of the number of directors then serving:

	 	 	 	 
	 		(A) 	
      Individuals who, on the date of this Agreement,
      constitute the Board; and

	 	 	 	 
	 		(B) 	
      Any new director whose appointment or election to the
      Board or nomination for election by the Corporation's shareholders was
      approved by a vote of at least two-thirds (2/3) of the then directors on
      the Board, who either were directors on the Board on the Effective Date or
      whose appointment, election or nomination for election was previously so
      approved.




	 	(f) 	
      "Effective Date" means the date the Corporation
      closes the acquisition of an Operating Business;

	 	 	 	 
	 	(g) 	
      "Good Reason" means an unilateral decision by the
      Corporation:

	 	 	 	 
	 		(i) 	
      That materially diminishes the Employee's position or
      responsibility;

	 	 	 	 
	 		(ii) 	
      Requiring the Employee to relocate to another city,
      province, state or country without the Employee's written consent;
      notwithstanding the foregoing, it is understood that the duties of
      employment will require travel, on a regular basis, in Canada and to
      international destinations;

	 	 	 	 
	 		(iii) 	
      That materially reduces the Employee's benefits or salary
      or eliminates the Employees eligibility to participate in a performance
      incentive plan or security based compensation program.

	 	 	 	 
	 	(h) 	
      "Just Cause" includes, without limitation, the
      usual meaning of just cause under the common law or the laws of British
      Columbia, and shall also specifically include:







3 

	 	(i) 	
      The Employee's repeated failure to promptly and
      adequately perform his duties to the satisfaction of the Corporation,
      acting reasonably and after having been put on notice;

	 	 	 
	 	(ii) 	
      A material breach of this Agreement that cause
      significant detriment to the Corporation;

	 	 	 
	 	(iii) 	
      A significant habitual absenteeism, which is not
      permitted under the Employment Standards Act, or as a result of an
      accident, sickness, or disability which significantly impairs the Employee
      to adequately perform his duties, and after the Corporation acting
      reasonably has put the Employee on notice; or

	 	 	 
	 	(iv) 	
      A recurring pattern of conduct which is dishonest or
      which tends to damage the Corporation's goodwill or reputation for which
      the Corporation has put the Employee on notice.



ARTICLE 2

  DUTIES 

	2.1 	
      The Employee shall serve the Corporation in the capacity
      of CEO and shall perform, to the best of the Employee's ability, the
      duties: (i) typically expected of the CEO of a company carrying on a
      business similar to that of the Corporation, and (ii) as are reasonably
      assigned to the Employee by the Board from time to time. The Employee will
      well and faithfully serve the Corporation with 50% of his working time and
      effort (except as explicitly allowed pursuant to this Agreement or with
      the prior written consent of the Board), and hereby covenants to use the
      Employee's best efforts to promote the interests of the Corporation at all
      times during the term of employment.

	 	 
	2.2 	
      The Employee shall disclose actual or potential business
      conflicts of interest to the Board. Any uncertainty as to whether such a
      conflict exists shall be raised by the Employee for determination by the
      Board, acting reasonably. The Employee shall conduct himself so as to
      avoid any actual or potential conflict of interest.

	 	 
	2.3 	
      The Employee understands that his duties will include
      travel, including trips to, and extended stays outside of the province of
      British Columbia, and may be required to undertake other international
      travel as reasonably required by the CEO or the Board from time to
      time.



ARTICLE 3 

  REMUNERATION AND BENEFITS 

	3.1 	
      The Employee shall receive a gross annual salary of
      $60,000 ("Salary"), payable in equal monthly
      installments unless otherwise mutually agreed, less applicable and
      statutory deductions, payable in accordance with applicable laws and the
      Corporation's payroll policies. The Salary shall be reviewed on at least
      an annual basis, and may, on the recommendation of the Board, and in the
      sole discretion of the Board, be increased.

	 	 
	3.2 	
      In addition to the Salary provided for in Section 3.1,
      the Employee shall be entitled to receive the following
  benefits:







4 

	 	(a) 	
      Participation in any performing incentive plan or
      security based compensation arrangement including any stock option plan,
      adopted by the Corporation from time to time;

	 	 	 
	 	(b) 	
      Use of a vehicle provided by the Corporation and
      reimbursement for expenses associated with such use;

	 	 	 
	 	(c) 	
      Participation in the Corporation's group medical, dental
      and other benefits programs as they may exist from time to time and in
      accordance with the terms and conditions of such programs and insurance
      policies as amended from time to time, or the Corporation will reimburse
      the Employee for the full premium cost of benefits currently provided to
      the Employee through another benefits program up to a maximum of 5% of the
      Employee's Salary; and

	 	 	 
	 	(d) 	
      A paid vacation of five (5) weeks per year, prorated for
      partial years of employment, which the Employee must not allow to
      accumulate in excess of five weeks at any
time.




	3.3 	
      The Employee shall be reimbursed for all reasonable
      out-of-pocket expenses actually and reasonably incurred by the Employee in
      connection with the Employee's duties hereunder. For all such expenses the
      Employee shall fumish to the Corporation an expense report supported by
      receipts verifying such expenses.

	 	 
	3.4 	
      The Corporation will review the Employee's performance
      and Salary on at least an annual basis.



ARTICLE 4 

  TERM AND TERMINATION OF THIS AGREEMENT 

	4.1 	
      Subject to the provisions for termination provided
      hereafter, the term of this Agreement will be for a period of two (2)
      years (the "Term") commencing on the date of this Agreement. The
      Term will automatically renew for consecutive periods of one year unless
      the Corporation or the Employee give the other 30 days written notice of
      non-renewal prior to expiry of the Term.

	 	 
	4.2 	
      The Corporation may terminate the Employee's employment
      and this Agreement for Just Cause at any time, without notice and without
      any payment to the Employee whatsoever, save and except only for the
      payment of any accrued and unpaid Salary and vacation pay, and
      out-of-pocket expenses incurred in accordance with Section 3.3 up to the
      date of termination of employment.

	 	 
	4.3 	
      The Employee may terminate this Agreement and the
      Employee's employment with the Corporation at any time, for any reason, by
      providing at least three (3) month's advance written notice to the
      Corporation, which may be waived in whole or in part by the Corporation.
      If the Corporation waives the notice period in whole or in part, the
      Corporation shall pay the Employee's Salary for the portion of the notice
      period that has been waived. The Employee shall be entitled to payment of
      any accrued and unpaid Salary, vacation pay, and out-of-pocket expenses in
      accordance with Section 3.3.

	 	 
	4.4 	
      The employment of the Employee and the Corporation's
      obligation to compensate the Employee with respect to employment will
      terminate upon the death of the Employee save and except only for the
      payment of any accrued and unpaid Salary, out-of-pocket expenses in
      accordance with Section 3.3, and vacation pay accrued up to the date of
      termination of employment.







5 

	4.5 	
      At any time, the Corporation may terminate this Agreement
      and the Employee's employment without Just Cause, in which case the
      Corporation will provide the Employee the following within 21 days of the
      date of termination:

	 	 	 
		(a) 	
      All accrued and unpaid Salary and vacation pay to the
      date of termination of employment;

	 	 	 
		(b) 	
      All out-of-pocket expenses incurred in accordance with
      Section 3.3 up to the date of termination of employment; and

	 	 	 
		(c) 	
      A lump sum payment of that number of full months' Salary
      in lieu of notice which are then remaining in the Term of the Agreement
      provided that such number shall be no less than twenty-four (24) months'
      Salary in lieu of notice.

	 	 	 
	4.6 	
      Subject to Section 4.7 below, if the Employee's
      employment is terminated by the Corporation, within one year following a
      Change of Control, the Employee shall be entitled to receive the following
      within 21 days of the date of termination:

	 	 	 
		(a) 	
      All accrued and unpaid Salary and vacation pay to the
      date of termination of employment:

	 	 	 
		(b) 	
      All out-of-pocket expenses incurred in accordance with
      Section 3.5 up to the date of termination of employment;

	 	 	 
		(c) 	
      A lump sum payment of hat number of full months' Salary
      in lieu of notice which are then remaining in the Term of the Agreement
      provided that such number shall be no less than twenty-four (24) months'
      Salary in lieu of notice.

	 	 	 
	4.7 	
      Section 4.6 does not become effective until the first day
      following the Effective Date.

	 	 	 
	4.8 	
      In the event the Employee leaves employment for Good
      Reason, the Corporation will provide to the Employee the payments and
      compensation set out in Section 4.5.

	 	 	 
	4.9 	
      Prior to receiving the payments in Sections 4.5, 4.6 and
      4.8, the Employee or the Employee's estate agrees to execute and deliver
      to the Corporation a full and final release of all claims relating to the
      Employee's employment, and the termination thereof, in favor of the
      Corporation, predominantly in the form attached as Schedule A to this
      Agreement.

	 	 	 
	4.10 	
      All payments made under this Section will be subject to
      applicable deductions and withholdings, and the Employee agrees that the
      Corporation may deduct or offset any overpayments, advances, loans, debts
      or any other amounts the Employee owes to the Corporation from the
      Employee's pay, severance or any other amounts owed to the Employee by the
      Corporation.

	 	 	 
	4.11 	
      The Employee will not be required to repay to the
      Corporation any mitigation income earned after termination of
      employment.

	 	 	 
	4.12 	
      Notwithstanding the termination of the Employee's
      employment, or the manner of termination, the provisions of Article 5, 6,
      7, 8, 9, and 11 of this Agreement shall survive such
  termination.







6 

ARTICLE 5 

  CONFIDENTIALITY 

	5.1 	
      The Employee recognizes and understands that in
      performing the duties and responsibilities of employment as outlined in
      this Agreement, the Employee will occupy a position of confidence and will
      develop and acquire wide experience and knowledge with respect to all
      aspects of the Business of the Corporation and any other business carried
      on by the Corporation and its affiliates, as well as the manner in which
      such businesses are conducted. It is the express intent and agreement of
      the Employee and of the Corporation that such knowledge and experience
      shall be used solely and exclusively in furtherance of the Business and
      other business interests of the Corporation and its affiliates and not in
      any manner detrimental to them.

	 	 
	5.2 	
      The Employee further recognizes and understands that in
      performing the employment duties and responsibilities as outlined in this
      Agreement, the Employee will, and that prior to the date hereof he has,
      become knowledgeable with respect to a wide variety of non-public
      information concerning the business of the Corporation and its affiliates.
      The Employee therefore agrees that the Employee will hold all Confidential
      Information in confidence and will not use or disclose such Confidential
      Information to others except as necessary in carrying out the Employee's
      employment duties for the Corporation consistent with the terms hereof,
      provided that the foregoing restriction shall not apply once the
      information becomes public through no fault of the Employee. For purposes
      of this Agreement, "Confidential Information" means all information,
      know-how, data, techniques, knowledge and other confidential information
      of every kind or character relating to or connected with the business or
      corporate affairs and operations of the Corporation and its affiliates and
      includes, without limitation, the following categories of information:
      government relations, negotiations and related information; financial
      information; operations information; personnel information; investor
      information.

	 	 
	5.3 	
      Confidential Information (including any reproduction
      thereof) shall remain the sole property of the Corporation. Upon
      termination of this Agreement and the Employee's employment with the
      Corporation, the Employee shall forthwith deliver or cause to be delivered
      to the Corporation all books, documents, effects, electronic information,
      securities or other property belonging to the Corporation or for which the
      Corporation is liable to others, including any copies thereof, which are
      in the possession, charge, control or custody of the
  Employee.



ARTICLE 6 

  INTELLECTUAL PROPERTY 

	6.1 	
      The Employee hereby transfers and assigns to and in favor
      of the Corporation any and all titles, interest, equities and rights,
      including without limitation, any and all trade-marks, patents, copyrights
      and intellectual property rights of whatsoever nature and kind, in and to
      any processes, works, inventions, data, formula, devices, designs, models,
      diagrams, publications, analyses, reports, improvements and ideas (whether
      or not patentable), in whatever form (collectively, "Works") that the
      Employee may have directed, conceived, reduced to practice, made or
      otherwise been involved with in the course of or as a result of employment
      with the Corporation (whether individually or in collaboration with
      others), including, without limitation, from the Employee's knowledge or
      use of Confidential Information, and agrees to transfer any and all Works
      that the Employee may direct, conceive, reduce to practice, make or
      otherwise be involved with in the course of or as a result of employment with the
      Corporation (whether individually or in collaboration with others),
      including, without limitation, from the Employee's knowledge or use of
      Confidential Information or the resources of the Corporation, after the
      date hereof. Any such Works shall be the exclusive property of the
      Corporation and its successors and assigns. The Employee further hereby
      waives and releases to and in favor of the Corporation any and all moral
      rights that he may now or hereafter have in and to the Works or any part
      or parts thereof. The Employee shall execute any documents and carry out
      any actions that the Corporation, its successors and assigns, reasonably
      shall request to give effect to the provisions of this Article
6.







7 

	6.2 	
      The Employee shall make prompt and full disclosure in
      writing to the Board of all inventions, developments or discovery made by
      the Employee during the term of employment by the Corporation and in which
      the Corporation may have any right under the terms of this
    Agreement.

	 	 
	6.3 	
      At the Corporation's request, the Employee shall, without
      further compensation to the Employee, assist the Corporation to secure and
      maintain patent rights or copyrights that are the property of the
      Corporation under this Agreement, including signing patent applications or
      copyright registration applications and assignments or other papers
      required by the Corporation to perfect, maintain, or enforce its
      rights,



ARTICLE 7 

  RESTRICTIVE COVENANTS 

	7.1 	
      Non-solicitation and Non-competition by the Employee.
      The Employee agrees that while employed by the Corporation and for a
      period of one (1) year thereafter the Employee will not, without the prior
      written consent of the Corporation:

	 	 	 
		(a) 	
      Induce or attempt to influence, directly or indirectly,
      an employee of the Corporation to leave the employ of the
    Corporation;

	 	 	 
		(b) 	
      Recruit, employ, or carry on business with, directly, or
      indirectly, an employee of the Corporation that has left the employ of the
      Corporation within the period of one (1) year preceding the time of such
      action; or

	 	 	 
		(c) 	
      Either individually or in partnership or jointly or in
      conjunction with any person as principal, agent, employee, shareholder
      (other than a holding of shares listed on a Canadian or United States
      stock exchange that does not exceed five percent (5%) of the outstanding
      shares so listed) or in any other manner whatsoever, carry on or be
      engaged in a business which is the same as, or substantially similar to,
      or in competition with, the Corporation's Business at the time the
      Employee ceases to be employed by the Corporation.

	 	 	 
	7.2 	
      Reasonableness of Non-solicitation and Non-competition
      Obligations. The Employee confirms that the obligations in Section 7.1
      are fair and reasonable given that, among other reasons:

	 	 	 
		(a) 	
      The fiduciary responsibilities the Employee will have
      with the Corporation will expose the Employee to the Confidential
      Information regarding the Corporation's business and plans, all of which
      the Employee agrees not to act upon to the detriment of the
      Corporation;







8 

	 	(b) 	
      The Employee will be performing important strategic and
      development work for the Corporation; and

	 	 	 
	 	(c) 	
      The Employee agrees that the obligations in Section 7.1,
      together with the Employee's other obligations under this Agreement, are
      reasonably necessary for the protection of the Corporation's proprietary
      interests and that given the Employee's general knowledge and experience
      they would not prevent the Employee from being gainfully employed if the
      employment relationship between the Employee and the Corporation were to
      end;

	 	 	 
	 	(d) 	
      The Employee also agrees that the obligations in Section
      7.1 are in addition to the confidentiality and non-disclosure obligations
      provided for in this Agreement and acknowledges that the Corporation would
      not have entered into this Agreement but for the protections provided to
      the Corporation by all of the aforementioned
obligations.




	7.3 	
      Conflict of Interest. The Employee recognizes that
      the Employee is employed by the Corporation in a position of
      responsibility and trust and agrees that during the Employee's employment
      with the Corporation, the Employee will not engage in any activity or
      otherwise put the Employee in a position which conflicts with the
      Corporation's interests. Without limiting this general statement, the
      Employee agrees that during the Employee's employment with the
      Corporation, the Employee will not knowingly lend money to, guarantee the
      debts or obligations of or permit the name of the Employee or any part
      thereof to be used or employed by any corporation or firm which directly
      or indirectly is engaged in or concerned with or interested in any
      Business in competition with the Business of the Corporation unless the
      Employee receives prior written authorization from the
  Corporation.



ARTICLE 8 

  ENFORCEMENT 

	8.1 	
      Application to Courts of Competent Jurisdiction.
      In the event of a breach or threatened breach by the Employee of any
      of the provisions of Articles 5, 6 or 7, the Corporation will be entitled
      to injunctive relief restraining the Employee from breaching such
      provisions, as set forth in this Agreement. Nothing in this Agreement
      precludes the Corporation from obtaining, protecting or enforcing its
      intellectual property rights, or enforcing the Employee's fiduciary,
      non-competition, non-solicitation, confidentiality or any other
      post-employment obligations in a court of competent jurisdiction, or from
      pursuing any other remedy available to it for such breach or threatened
      breach, including the recovery of damages from the Employee.

	 	 
	8.2 	
      Severability and Limitation. In the event that one
      or more provisions, or any portion thereof, of this Agreement shall be
      indefinite, invalid, illegal or otherwise voidable or unenforceable in any
      respect under any applicable law, the entire Agreement will not fail on
      the account thereof, and the validity, legality and enforceability of the
      remaining provisions hereof or any remaining portion thereof, will not be
      affected or impaired in any way thereby. Further, if any provision of this
      Agreement is held by a court of competent jurisdiction to be indefinite,
      invalid, illegal or otherwise voidable or unenforceable, it is the intent
      of the parties to this Agreement that such provision will be revised by
      such court so as to make it valid and enforceable under applicable
    law.







9 

ARTICLE 9 

  DISPUTE RESOLUTION 

	9.1 	
      Mediation/Arbitration. The Corporation and the
      Employee will work in good faith to resolve any disputes that arise under
      this Agreement. Where a dispute arises out of or in connection with this
      Agreement that cannot be resolved by the parties, and it is not related to
      the Corporation obtaining, protecting or enforcing its intellectual
      property rights, or enforcing the Employee's fiduciary, non-competition,
      non-solicitation or confidentiality obligations, the parties agree that
      either party may refer the dispute for final and binding resolution by
      arbitration by providing written notice to the other party. If the parties
      cannot agree on an arbitrator within twenty-five (25) days of receipt of
      the notice to arbitrate, then either party may make application to the
      British Columbia Arbitration & Mediation Institute to appoint one. The
      arbitration will be held in Vancouver, B.C., in accordance with the
      BCICAC's "Shorter Rules for Domestic Commercial Arbitration", and the
      costs of arbitration will be apportioned between the parties as determined
      by the arbitrator.



ARTICLE 10

  NOTICE 

	10.1 	
      Any notice required to be given hereunder shall be in
      writing and sufficiently made if sent by facsimile transmission, or
      delivered or mailed by prepaid registered mail. Any such notice shall be
      deemed to have been given on the date it is delivered if personally
      delivered or sent by facsimile transmission, or, if mailed, on the fifth
      business day following the mailing thereof. Either party may change its
      address for service by giving written notice
hereunder.



ARTICLE 11 

  GENERAL PROVISIONS 

	11.1 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties. All previous agreements between the
      parties with respect to the terms and conditions of employment between the
      Corporation and the Employee are hereby mutually rescinded, annulled and
      superseded upon execution of this Agreement.

	 	 
	11.2 	
      Independent Legal Advice. The parties hereto agree
      and acknowledge that this Agreement has been prepared by Macdonald Tuskey,
      Barristers & Solicitors, who act solely for the Corporation with
      respect to this Agreement and who offer no legal advice to the Employee
      and that Macdonald Tuskey and the Corporation have requested that the
      Employee seek and obtain independent legal advice in connection with the
      review and execution of this Agreement, if required.

	 	 
	11.3 	
      No Waiver. Any waiver by a party of any breach of
      any provision of this Agreement by the other party shall not be binding
      unless in writing, and shall not operate or be construed as a waiver of
      any other or subsequent breach by either party.

	 	 
	11.4 	
      Headings. The headings used in this Agreement are
      for convenience only and are not to be construed in any way as additions
      to or limitations of the covenants and agreements contained in
  it,







10 

	11.5 	
      Currency. All references to dollars in this
      Agreement are to Canadian Dollars.

	 	 
	11.6 	
      Enurement. The provisions of this Agreement shall
      enure to the benefit of and shall be binding upon the parties hereto and
      their respective heirs, executors, administrators, other legal personal
      representatives, successors and permitted assigns.

	 	 
	11.7 	
      Governing Law and Jurisdiction. This Agreement
      shall be governed by and construed in accordance with the laws in force in
      British Columbia.

	 	 
	11.8 	
      Amendment. This Agreement may not be amended or
      modified in any way except by written instrument signed by the parties
      hereto.

	 	 
	11.9 	
      Counterparts. This Agreement may be executed in
      counterparts, including counterpart by facsimile or PDF, and such
      counterparts together shall constitute one and the same
  instrument.



IN WITNESS WEREOF the parties hereto have executed and
delivered this Agreement as of the date first written above. 

	  	MANTRA VENTURE GROUP LTD. 	 
	  	  	 
	Per: 	/s/
      Larry Kristof 	 
	  	Larry Kristof, President 	 


 


 

	/s/ Larry
      Kristof 	 
	         LARRY KRISTOF 	 






11

SCHEDULE A

  RELEASE 

IN CONSIDERATION for the payment and other good consideration
under Article 4 of my employment agreement, provided to me, Larry Kristof by
Mantra Venture Group Ltd. (the "Employer"): 

	1. 	
      I hereby release the Employer and all affiliated or
      related companies, partnerships, joint-ventures and entities and all of
      their respective successors, administrators, directors, officers,
      employees, agents and assigns (altogether referred to as "Mantra
      Venture") from all claims, complaints, charges, duties, obligations,
      or causes of action of any kind relating to my employment or the
      termination thereof, including, but not limited to, any claim pursuant to
      human rights legislation or employment standards legislation, or any claim
      with respect to any other benefit or right related to my employment, that
      I possess against Mantra Venture as of the date of this Release.

	 	 
	2. 	
      I acknowledge and agree that all outstanding pay of any
      kind owing to me by the Employer pursuant to the Employment Standards
      Act and my employment agreement has been paid to me.

	 	 
	3. 	
      I agree to comply with all ongoing post-employment
      obligations arising out of my employment with the Employer, including, but
      not limited to, my duty not to disclose or use confidential or proprietary
      information belonging to Mantra Venture.

	 	 
	4. 	
      I agree that I have returned to the Employer all Mantra
      Venture property in my possession and control, including all files, data,
      materials and records and all copies thereof.

	 	 
	5. 	
      I agree not to disclose the terms of my settlement with
      the Employer or this Release except to my legal and financial advisors and
      immediate family, and, if I wish to disclose the terms of settlement to
      any such person, I agree to obtain their agreement not to disclose such
      terms to any other person, prior to making the disclosure to
  them.

	 	 
	6. 	
      I agree not to make any disparaging or negative comments,
      whether written or oral, about Mantra Venture to any persons or other
      entities.

	 	 
	7. 	
      I will not make a claim against any person that may have
      a right to claim over against Mantra Venture relating to my employment or
      termination thereof.

	 	 
	8. 	
      I agree that the terms of this Release are contractual
      and are not mere recitals.



I have read this Release, understand its terms, and have had
the opportunity to obtain legal advice with respect to it and all issues
relating to my employment with the Employer, and the termination thereof, as I
have seen fit. 

Executed at the City of Surrey, British Columbia, this
8th day of January, 2013. 

	/s/ Larry
      Kristof 	 
	Larry Kristof 	 
	  	 
	  	 
	/s/ Kelly
      Kristof 	 
	Witness Signature 	 
	  	 
	Kelly Kristof 	 
	Witness Name