Exhibit 10.1

                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"),  dated as of November
7,  2016,  by and  between  U.S.  LITHIUM  CORP.,  a  Nevada  corporation,  with
headquarters  located at 2360 Corporate  Circle,  Suite 4000 Henderson,  Nevada,
89074-7722,  (the "COMPANY"), and ROBERT SEELEY, with its address at EPS D 2016,
8260 NW 14th street, Miami, Florida 33191-1501 (the "BUYER").

                                    WHEREAS:

     A. The Company and the Buyer are executing and delivering this Agreement in
reliance upon the exemption from securities  registration  afforded by the rules
and  regulations  as  promulgated  by the United States  Securities and Exchange
Commission  (the "SEC") under the  Securities Act of 1933, as amended (the "1933
ACT");

     B. The Buyer desires to purchase and the Company desires to issue and sell,
upon the terms and conditions set forth in this Agreement a 10% convertible note
of the  Company,  in the form  attached  hereto as  Exhibit  A in the  aggregate
principal amount of $15,000.00  (together with any note(s) issued in replacement
thereof or as a dividend thereon or otherwise with respect thereto in accordance
with the terms thereof, the "NOTE"), convertible into shares of common stock, of
the Company (the "COMMON STOCK"),  upon the terms and subject to the limitations
and conditions set forth in such Note. The note shall carry 10% simple interest.

     C. The Buyer wishes to purchase,  upon the terms and  conditions  stated in
this Agreement,  such principal amount of Note as is set forth immediately below
its name on the signature pages hereto; and

     NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby
agree as follows:

     1. Purchase and Sale of Note.

     a.  Purchase of Note. On the Closing Date (as defined  below),  the Company
shall  issue and sell to the Buyer and the  Buyer  agrees to  purchase  from the
Company  such  principal  amount of Note as is set forth  immediately  below the
Buyer's name on the signature pages hereto.

     b. Form of Payment.  On the Closing Date (as defined below),  (i) the Buyer
shall pay the  purchase  price  for the Note to be issued  and sold to it at the
Closing  (as  defined  below)  (the  "PURCHASE   PRICE")  by  wire  transfer  of
immediately  available  funds to the Company,  in accordance  with the Company's
written  wiring  instructions,  against  delivery  of the Note in the  principal
amount equal to the Purchase Price as is set forth immediately below the Buyer's
name on the signature pages hereto, and (ii) the Company shall deliver such duly
executed Note on behalf of the Company,  to the Buyer,  against delivery of such
Purchase Price.

     c. Closing  Date.  The date and time of the first  issuance and sale of the
Note  pursuant  to this  Agreement  (the  "CLOSING  DATE")  shall be on or about
November 7, 2016, or such other  mutually  agreed upon time.  The closing of the
transactions  contemplated by this Agreement (the "CLOSING")  shall occur on the
Closing Date at such location as may be agreed to by the parties.
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     2.  Buyer's  Representations  and  Warranties.  The  Buyer  represents  and
warrants to the Company that:

     a. Investment  Purpose.  As of the date hereof, the Buyer is purchasing the
Note and the shares of Common Stock  issuable  upon  conversion  of or otherwise
pursuant to the Note, such shares of Common Stock being collectively referred to
herein  as  the  "CONVERSION  SHARES"  and,  collectively  with  the  Note,  the
"SECURITIES") for its own account and not with a present view towards the public
sale or distribution  thereof,  except pursuant to sales  registered or exempted
from  registration  under the 1933 Act;  provided,  however,  that by making the
representations  herein,  the Buyer does not agree to hold any of the Securities
for any minimum or other  specific term and reserves the right to dispose of the
Securities  at any  time  in  accordance  with  or  pursuant  to a  registration
statement or an exemption under the 1933 Act.

     b. Accredited  Investor  Status.  The Buyer is an "accredited  investor" as
that term is defined in Rule 501(a) of Regulation D (an "ACCREDITED  INVESTOR").
Any of  Buyer's  transferees,  assignees,  or  purchasers  must  be  "accredited
investors" in order to qualify as prospective  transferees,  permitted assignees
in the case of Buyer's or Holder's transfer, assignment or sale of the Note.

     c. Reliance on Exemptions.  The Buyer  understands  that the Securities are
being  offered  and sold to it in reliance  upon  specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the  Company is relying  upon the truth and  accuracy  of, and the  Buyer's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings  of the  Buyer set forth  herein in order to  determine  the
availability  of such exemptions and the eligibility of the Buyer to acquire the
Securities.

     d. Information.  The Buyer and its advisors,  if any, have been, and for so
long as the Note remain  outstanding  will  continue to be,  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer  and sale of the  Securities  which  have been
requested by the Buyer or its advisors. The Buyer and its advisors, if any, have
been,  and for so long as the  Note  remain  outstanding  will  continue  to be,
afforded the  opportunity to ask questions of the Company.  Notwithstanding  the
foregoing,  the Company has not  disclosed to the Buyer any  material  nonpublic
information and will not disclose such  information  unless such  information is
disclosed to the public prior to or promptly  following  such  disclosure to the
Buyer.  Neither  such  inquiries  nor  any  other  due  diligence  investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend
or affect Buyer's right to rely on the Company's  representations and warranties
contained in Section 3 below.  The Buyer  understands that its investment in the
Securities  involves a significant degree of risk. The Buyer is not aware of any
facts that may constitute a breach of any of the Company's  representations  and
warranties made herein.

     e. Governmental Review. The Buyer understands that no United States federal
or state agency or any other  government or governmental  agency has passed upon
or made any recommendation or endorsement of the Securities.

     f. Transfer or Re-sale.  The Buyer understands that (i) the sale or re-sale
of the Securities has not been and is not being registered under the 1933 Act or
any applicable  state securities laws, and the Securities may not be transferred
unless  (a) the  Securities  are  sold  pursuant  to an  effective  registration
statement under the 1933 Act, (b) in the case of subparagraphs  (c), (d) and (e)
below, the Buyer shall have delivered to the Company,  at the cost of the Buyer,
an opinion of counsel that shall be in form,  substance and scope  customary for
opinions of counsel in comparable transactions to the effect that the Securities
to be sold or transferred  may be sold, or transferred  pursuant to an exemption

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from such  registration,  including the removal of any restrictive  legend which
opinion  shall  be  accepted  by the  Company,  (c) the  Securities  are sold or
transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933
Act (or a  successor  rule)  ("RULE  144") of the  Buyer  who  agrees to sell or
otherwise  transfer the Securities only in accordance with this Section 2(f) and
who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a
successor  rule)  ("REGULATION  S");  (ii) any sale of such  Securities  made in
reliance on Rule 144 may be made only in accordance  with the terms of said Rule
and  further,  if said Rule is not  applicable,  any re-sale of such  Securities
under  circumstances in which the seller (or the person through whom the sale is
made) may be deemed to be an  underwriter  (as that term is  defined in the 1933
Act) may require  compliance with some other exemption under the 1933 Act or the
rules and regulations of the SEC  thereunder;  and (iii) neither the Company nor
any other person is under any obligation to register such  Securities  under the
1933 Act or any state securities laws or to comply with the terms and conditions
of any exemption  thereunder  (in each case).  Notwithstanding  the foregoing or
anything else contained herein to the contrary, the Securities may be pledged as
collateral  in  connection  with a bona fide  margin  account  or other  lending
arrangement.

     g. Legends. The Buyer understands that the Note and, until such time as the
Conversion  Shares have been registered under the 1933 Act will be sold pursuant
to Rule  144 or  Regulation  S  without  any  restriction  as to the  number  of
securities  as of a  particular  date  that can then be  immediately  sold,  the
Conversion  Shares may bear a restrictive  legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates for such Securities):

      "NEITHER THE ISSUANCE AND SALE OF THE  SECURITIES  REPRESENTED BY
      THIS  CERTIFICATE NOR THE SECURITIES INTO WHICH THESE  SECURITIES
      ARE EXERCISABLE  HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933,  AS AMENDED,  OR  APPLICABLE  STATE  SECURITIES  LAWS.  THE
      SECURITIES  MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR
      ASSIGNED  (I) IN THE  ABSENCE  OF (A) AN  EFFECTIVE  REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED,  OR (B) AN OPINION OF COUNSEL  (WHICH  COUNSEL  SHALL BE
      SELECTED BY THE HOLDER),  IN A GENERALLY  ACCEPTABLE  FORM,  THAT
      REGISTRATION  IS NOT REQUIRED  UNDER SAID ACT OR (II) UNLESS SOLD
      PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
      THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
      BONA FIDE MARGIN  ACCOUNT OR OTHER LOAN OR FINANCING  ARRANGEMENT
      SECURED BY THE SECURITIES."

     The legend set forth above  shall be removed and the Company  shall issue a
certificate  without such legend to the holder of any Security  upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective  registration  statement
filed  under  the  1933 Act or  otherwise  may be sold  pursuant  to Rule 144 or
Regulation  S without any  restriction  as to the number of  securities  as of a
particular date that can then be immediately  sold, and (b) such holder provides
the Company with an opinion of counsel,  in form,  substance and scope customary
for opinions of counsel in comparable transactions,  to the effect that a public
sale or transfer of such  Security  may be made without  registration  under the
1933 Act,  and that  legend  removal  is  appropriate,  which  opinion  shall be

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accepted  by the Company so that the sale or  transfer  is  effected.  The Buyer
agrees to sell all Securities,  including those  represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the
opinion  of  counsel  provided  by the Buyer with  respect  to the  transfer  of
Securities  pursuant  to an  exemption  from  registration,  such as Rule 144 or
Regulation S, within 2 business  days, it will be considered an Event of Default
under the Note.

     h.  Authorization;  Enforcement.  This  Agreement has been duly and validly
authorized. This Agreement has been duly executed and delivered on behalf of the
Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer
enforceable in accordance with its terms.

     i.  Residency.  The  Buyer is a  resident  of the  jurisdiction  set  forth
immediately below the Buyer's name on the signature pages hereto.

     j. No Short Sales. Buyer/Holder,  its successors and assigns, agree that so
long as the Note remains  outstanding,  the Buyer/Holder shall not enter into or
effect  "short  sales"  of  the  Common  Stock  or  hedging   transaction  which
establishes  a short  position  with respect to the Common Stock of the Company.
The Company acknowledges and agrees that upon delivery of a Conversion Notice by
the Buyer/Holder,  the Buyer/Holder  immediately owns the shares of Common Stock
described in the Conversion  Notice and any sale of those shares  issuable under
such Conversion Notice would not be considered short sales.

     3.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Buyer that:

     a.   Organization   and   Qualification.   The  Company  and  each  of  its
subsidiaries,  if any, is a corporation duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,
with full  power and  authority  (corporate  and other) to own,  lease,  use and
operate  its  properties  and to carry on its  business  as and where now owned,
leased, used, operated and conducted.

     b. Authorization;  Enforcement. (i) The Company has all requisite corporate
power and  authority to enter into and perform this  Agreement,  the Note and to
consummate  the  transactions  contemplated  hereby and thereby and to issue the
Securities,  in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement,  the Note by the Company and the consummation by
it of the  transactions  contemplated  hereby  and  thereby  (including  without
limitation,  the  issuance  of the Note and the  issuance  and  reservation  for
issuance of the Conversion  Shares issuable upon conversion or exercise thereof)
have been duly  authorized  by the  Company's  Board of Directors and no further
consent  or  authorization  of the  Company,  its  Board  of  Directors,  or its
shareholders  is  required,  (iii) this  Agreement  has been duly  executed  and
delivered by the Company by its authorized  representative,  and such authorized
representative  is the true and official  representative  with authority to sign
this Agreement and the other documents executed in connection  herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and  delivery  by the  Company  of the  Note,  each  of  such  instruments  will
constitute,  a legal,  valid and binding  obligation of the Company  enforceable
against the Company in accordance with its terms.

     c.  Issuance  of Shares.  The  Conversion  Shares are duly  authorized  and
reserved for issuance  and, upon  conversion of the Note in accordance  with its
respective terms,  will be validly issued,  fully paid and  non-assessable,  and

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free from all taxes,  liens,  claims and encumbrances  with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of
shareholders  of the Company  and will not impose  personal  liability  upon the
holder thereof.

     d. Acknowledgment of Dilution. The Company understands and acknowledges the
potentially  dilutive  effect  to the  Common  Stock  upon the  issuance  of the
Conversion Shares upon conversion of the Note. The Company further  acknowledges
that its obligation to issue  Conversion  Shares upon  conversion of the Note in
accordance  with  this  Agreement,   the  Note  is  absolute  and  unconditional
regardless  of the dilutive  effect that such issuance may have on the ownership
interests of other shareholders of the Company.

     e. No Conflicts. The execution, delivery and performance of this Agreement,
the Note by the Company and the  consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and
reservation for issuance of the Conversion Shares) will not (i) conflict with or
result in a violation of any provision of the  Certificate of  Incorporation  or
By-laws,  or (ii)  violate  or  conflict  with,  or  result  in a breach  of any
provision of, or constitute a default (or an event which with notice or lapse of
time or both  could  become a  default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture,  patent,  patent license or instrument to which the Company or any of
its  Subsidiaries  is a party,  or (iii) result in a violation of any law, rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws and  regulations and regulations of any  self-regulatory  organizations  to
which the Company or its  securities  are subject)  applicable to the Company or
any of its  Subsidiaries or by which any property or asset of the Company or any
of its Subsidiaries is bound or affected  (except for such conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not,  individually or in the aggregate,  have a Material  Adverse  Effect).  All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain  pursuant to the  preceding  sentence  have been  obtained or
effected on or prior to the date hereof.  The Company is not in violation of the
listing  requirements  of the OTC Markets  Exchange (the "OTC MARKETS") and does
not  reasonably  anticipate  that the Common  Stock will be  delisted by the OTC
MARKETS in the foreseeable future, nor are the Company's securities "chilled" by
FINRA.   The  Company  and  its   Subsidiaries  are  unaware  of  any  facts  or
circumstances which might give rise to any of the foregoing.

     f. Absence of  Litigation.  Except as disclosed in the  Company's  Periodic
Report  filings  with the SEC,  there is no  action,  suit,  claim,  proceeding,
inquiry  or  investigation  before or by any  court,  public  board,  government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company or any of its subsidiaries,  threatened against or affecting the Company
or any of its subsidiaries,  or their officers or directors in their capacity as
such,  that could have a  material  adverse  effect.  Schedule  3(f)  contains a
complete list and summary description of any pending or, to the knowledge of the
Company,  threatened  proceeding  against or affecting the Company or any of its
subsidiaries, without regard to whether it would have a material adverse effect.
The Company and its subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing.

     g.  Acknowledgment  Regarding  Buyer'  Purchase of Securities.  The Company
acknowledges and agrees that the Buyer is acting solely in the capacity of arm's
length   purchasers  with  respect  to  this  Agreement  and  the   transactions
contemplated  hereby.  The Company  further  acknowledges  that the Buyer is not
acting as a  financial  advisor or  fiduciary  of the Company (or in any similar
capacity)  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and  any  statement   made  by  the  Buyer  or  any  of  its  respective
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the Buyer' purchase of the Securities.  The Company further represents to the

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Buyer that the  Company's  decision to enter into this  Agreement has been based
solely on the independent evaluation of the Company and its representatives.

     h. No Integrated Offering.  Neither the Company, nor any of its affiliates,
nor any person  acting on its or their behalf,  has directly or indirectly  made
any offers or sales in any security or solicited  any offers to buy any security
under  circumstances  that would require  registration under the 1933 Act of the
issuance of the Securities to the Buyer.

     i.  Title to  Property.  The  Company  and its  subsidiaries  have good and
marketable  title in fee  simple to all real  property  and good and  marketable
title to all personal  property  owned by them which is material to the business
of the Company and its  subsidiaries,  in each case free and clear of all liens,
encumbrances  and defects  except such as are described in Schedule 3(i) or such
as would not have a material  adverse  effect.  Any real property and facilities
held under  lease by the  Company  and its  subsidiaries  are held by them under
valid,  subsisting and enforceable leases with such exceptions as would not have
a material adverse effect.

     j. Bad Actor.  No officer or director of the Company would be  disqualified
under Rule 506(d) of the  Securities Act as amended on the basis of being a "bad
actor" as that term is  established  in the  September  19,  2013  Small  Entity
Compliance Guide published by the Securities and Exchange Commission.

     k. Breach of Representations  and Warranties by the Company. If the Company
breaches any of the  representations  or warranties set forth in this Section 3,
and in addition to any other  remedies  available to the Buyer  pursuant to this
Agreement, it will be considered an Event of default under the Note.

     4. COVENANTS.

     a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses
incurred by them in connection  with the  negotiation,  preparation,  execution,
delivery  and  performance  of this  Agreement  and the other  agreements  to be
executed in connection herewith  ("DOCUMENTS"),  including,  without limitation,
reasonable  attorneys' and consultants' fees and expenses,  transfer agent fees,
fees  for  stock  quotation  services,   fees  relating  to  any  amendments  or
modifications  of the  Documents or any consents or waivers of provisions in the
Documents,  fees for the  preparation  of opinions of counsel,  escrow fees, and
costs of  restructuring  the  transactions  contemplated by the Documents.  When
possible,  the Company must pay these fees directly,  otherwise the Company must
make immediate  payment for reimbursement to the Buyer for all fees and expenses
immediately  upon written notice by the Buyer or the submission of an invoice by
the Buyer.

     b. Listing. The Company shall promptly secure the listing of the Conversion
Shares upon each national  securities exchange or automated quotation system, if
any,  upon which  shares of Common  Stock are then  listed  (subject to official
notice of issuance)  and, so long as the Buyer owns any of the Note  Securities,
shall maintain,  so long as any other shares of Common Stock shall be so listed,
such listing of all Conversion Shares from time to time issuable upon conversion
of the Note.  The Company  will obtain and, so long as the Buyer owns any of the
Securities,  maintain  the listing  and  trading of its Common  Stock on the OTC
MARKETS  or  any  equivalent   replacement   market,  the  Nasdaq  stock  market
("NASDAQ"),  the Nevada Stock Exchange ("NYSE"),  or the American Stock Exchange
("AMEX") and will comply in all respects  with the Company's  reporting,  filing
and other  obligations  under  the  bylaws  or rules of the  Financial  Industry
Regulatory  Authority ("FINRA") and such exchanges,  as applicable.  The Company
shall  promptly  provide to the Buyer copies of any notices it receives from the

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OTC  MARKETS  and any other  markets  on which the Common  Stock is then  listed
regarding  the  continued  eligibility  of the Common  Stock for listing on such
markets.

     c. Corporate  Existence.  So long as the Buyer  beneficially owns the Note,
the Company  shall  maintain its  corporate  existence and shall not sell all or
substantially  all of the Company's  assets,  except in the event of a merger or
consolidation or sale of all or substantially all of the Company's assets, where
the surviving or successor  entity in such transaction (i) assumes the Company's
obligations  hereunder and under the agreements and instruments  entered into in
connection herewith and (ii) is a publicly traded corporation whose Common Stock
is listed for trading on the OTC MARKETS, Nasdaq, NYSE or AMEX.

     d. No  Integration.  The Company  shall not make any offers or sales of any
security  (other than the  Securities)  under  circumstances  that would require
registration  of the Securities  being offered or sold hereunder  under the 1933
Act or cause the  offering of the  Securities  to be  integrated  with any other
offering  of  securities  by the  Company  for the  purpose  of any  stockholder
approval provision applicable to the Company or its securities.

     e. Breach of  Covenants.  If the Company  breaches any of the covenants set
forth in this Section 4, and in addition to any other remedies  available to the
Buyer  pursuant to this  Agreement,  it will be  considered  an event of default
under the Note.

     5. Governing Law; Miscellaneous.

     a.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Nevada without regard to principles of
conflicts  of laws.  Any  action  brought  by  either  party  against  the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of Nevada or in the federal  courts located in the state and
county of Nevada.  The parties to this Agreement  hereby  irrevocably  waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not  assert any  defense  based on lack of  jurisdiction  or venue or based upon
FORUM NON CONVENIENS.  The Company and Buyer waive trial by jury. The prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified to conform with such statute or rule of law. Any such  provision  which
may prove invalid or  unenforceable  under any law shall not affect the validity
or  enforceability  of any other  provision of any agreement.  Each party hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any suit,  action or proceeding in connection  with this  Agreement or
any other  Transaction  Document  by mailing a copy  thereof via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law.

     b. Counterparts; Signatures by Facsimile. This Agreement may be executed in
one or more  counterparts,  each of which shall be deemed an original but all of
which shall  constitute  one and the same  agreement and shall become  effective
when  counterparts  have been  signed by each party and  delivered  to the other
party.  This Agreement,  once executed by a party, may be delivered to the other
party hereto by facsimile  transmission of a copy of this Agreement  bearing the
signature of the party so delivering this Agreement.

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     c.  Headings.  The  headings  of  this  Agreement  are for  convenience  of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

     d.  Severability.  In the event that any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

     e.  Entire  Agreement;  Amendments.  This  Agreement  and  the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein or therein,  neither the Company nor the Buyer makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the majority in interest of the Buyer.

     f. Notices. All notices, demands, requests, consents,  approvals, and other
communications  required or permitted  hereunder shall be in writing and, unless
otherwise  specified herein,  shall be (i) personally served,  (ii) deposited in
the mail,  registered or certified,  return receipt requested,  postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid,  (iv) via
electronic  mail or (v)  transmitted by hand delivery,  telegram,  or facsimile,
addressed  as set forth below or to such other  address as such party shall have
specified  most recently by written  notice.  Any notice or other  communication
required or permitted to be given hereunder  shall be deemed  effective (a) upon
hand delivery or delivery by facsimile,  with accurate confirmation generated by
the transmitting  facsimile  machine,  at the address or number designated below
(if delivered on a business day during normal  business  hours where such notice
is to be received) or delivery via  electronic  mail, or the first  business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is to be  received)  or (b) on the  second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever shall first occur. The addresses for such communications shall be:

     If to the Company, to:

     U.S.  Lithium Corp.
     2360 Corporate  Circle, Suite 4000
     Henderson, Nevada 89074-7722
     Attn: Gregory Rotelli, CEO

     If to the Buyer:

     EPS D-2016
     PO Box 025648
     Miami, FL 33102-5648
     Attn: Robert Seeley

     Each  party  shall  provide  notice  to the  other  party of any  change in
address.

     g.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  successors  and  assigns.  Neither the

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<PAGE>
Company nor the Buyer shall assign this  Agreement or any rights or  obligations
hereunder  without the prior written consent of the other.  Notwithstanding  the
foregoing,  the Buyer may assign its rights hereunder to any "qualified person",
any "permitted assigns", or "prospective  transferee" that acquires or purchases
Note  Securities  in a  private  transaction  from  the  Buyer  or to any of its
"affiliates," as that term is defined under the 1934 Act, without the consent of
the  Company  with  Buyer's  Opinion  of  Counsel.  A  qualified  person  is  an
"accredited  investor"  transferee,  assignee,  or  purchaser  of the  Note  who
succeeds to the  Holder's  right,  title and interest to all or a portion of the
Note accompanied with an Opinion of Counsel as provided for in Section 2(f).

     h. Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any  provision  hereof be enforced by, any other
person.

     i.  Survival.  The  representations  and  warranties of the Company and the
agreements and covenants set forth in this  Agreement  shall survive the closing
hereunder  notwithstanding  any due diligence  investigation  conducted by or on
behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer
and all their  officers,  directors,  employees  and  agents  for loss or damage
arising as a result of or related to any breach or alleged breach by the Company
of any of its  representations,  warranties  and  covenants  set  forth  in this
Agreement  or  any  of its  covenants  and  obligations  under  this  Agreement,
including advancement of expenses as they are incurred.

     j. Further Assurances. Each party shall do and perform, or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

     k. No Strict  Construction.  The language  used in this  Agreement  will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.



                      [THIS PART INTENTIONALLY LEFT BLANK]


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<PAGE>
     l.  Remedies.  The  Company  acknowledges  that  a  breach  by  it  of  its
obligations  hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the  transaction  contemplated  hereby.  Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Agreement will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the provisions of this Agreement,  that the
Buyer shall be entitled,  in addition to all other available  remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Agreement
and to  enforce  specifically  the  terms and  provisions  hereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.

IN WITNESS  WHEREOF,  the  undersigned  Buyer and the  Company  have caused this
Agreement to be duly executed as of the date first above written.

U.S. LITHIUM CORP.


By: /s/ Gregory Rotelli
   -----------------------------------------
Name:  Gregory Rotelli
Title: CEO

ROBERT SEELEY

By: /s Robert Seeley
   -----------------------------------------


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<PAGE>
                                    EXHIBIT A
                                 NOTE - $15,000


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