Exhibit 10.1

                             MINING OPTION AGREEMENT

THIS AGREEMENT made as of April 15, 2013;

BETWEEN:

     LITHIUM  CORPORATION,  a company incorporated under the laws of Nevada with
     an office address at 11380 S. Virginia St., #2011, Reno, Nevada 89511;

     ("Lithium")

AND:

     THOMAS LEWIS, an individual  having a residential  address at 1958 Newhaven
     Loop, Richland, Washington 99352, USA;

     (the "Optionor").

                                   BACKGROUND

A.   The Optionor is the owner of record and the beneficial  owner of the Claims
     that are included in the Property as described in Schedule A hereto; and

B.   Lithium  desires to acquire the Option to earn 100% of the  interest of the
     Optionor in and to the  Property  and the  Optionor is willing to grant the
     Option to Lithium upon and subject to the terms and conditions  hereinafter
     set forth.

                               TERMS OF AGREEMENT

IN CONSIDERATION of the mutual agreements herein contained and of other good and
valuable consideration (the receipt and sufficiency of which are acknowledged by
each Party), the Parties agree with one another as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS:  Whenever used in this Agreement, the following words and terms
will have the respective meanings ascribed to them below:

(a)  "Affiliate"  has  the  meaning  set  out in  the  NEVADA  CORPORATIONS  ACT
     (Nevada).

(b)  "Agreement" means this agreement,  including the recitals and the Schedules
     all as amended, supplemented or restated from time to time.

(c)  "Effective Date" means the date first written above.
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(d)  "Business  Day"  means a day other  than a  Saturday,  Sunday or  statutory
     holiday in Nevada.

(e)  "Claims"  means the claims located in Slocan Valley area of the province of
     British  Columbia  and known as the Mt.  Heimdahl  Property,  as set out in
     Schedule A to this Agreement.

(f)  "Encumbrances"  means  security  interests,   liens,  royalties,   charges,
     mortgages,  pledges  and  encumbrances  of any  nature or kind  whatsoever,
     whether written or oral, or direct or indirect.

(g)  "Environmental  Claims"  mean  any and all  administrative,  regulatory  or
     judicial actions, suits, demands,  claims, liens, notices of non-compliance
     or  violation,  investigations  or  proceedings  rating  in any  way to any
     Environmental  Law or any permit issued under any such  Environmental  Law,
     including, without limitation:

     (i)  any  and  all  claims  by  Government  or  Regulatory   Authority  for
          enforcement, clean-up, removal, response, remedial or other actions or
          damages pursuant to any applicable Environmental Law; and

     (ii) any and all claims by any third party seeking  damages,  contribution,
          indemnification,  cost recovery,  compensation  or injunctive or other
          relief  resulting  from  hazardous  materials,  including  any release
          thereof,  or arising from alleged  injury or threat of injury to human
          health  or  safety  (arising  from   environmental   matters)  or  the
          environment.

(h)  "Environmental Law" means all requirements of the common law, civil code or
     of   environmental,   health  or  safety  statutes,   regulations,   rules,
     ordinances,  policies,  orders, approvals,  notices,  licenses,  permits or
     directives  of any  federal,  territorial,  provincial  or local  judicial,
     regulatory  or  administrative  agency,  board  or  governmental  authority
     including,  but not limited to those relating to (i) noise,  (ii) pollution
     or protection of the air, surface water, ground water or land, (iii) solid,
     gaseous or liquid waste generation,  handling, treatment, storage, disposal
     or transportation,  (iv) exposure to hazardous or toxic substances,  or (v)
     the closure, decommissioning, dismantling or abandonment of any facilities,
     mines or workings and the reclamation or restoration of lands.

(i)  "Exchange" means the OTCBB - "Over The Counter Bulletin Board".

(j)  "Government or Regulatory Authority" means any federal, state,  provincial,
     regional,   municipal  or  other   government,   governmental   department,
     regulatory authority,  commission, board, bureau, agency or instrumentality
     that has lawful  authority to regulate or administer or govern the business
     or  property  or  affairs  of any  person,  and  for the  purposes  of this
     Agreement also includes any corporation or other entity owned or controlled
     by any of the foregoing  and any stock  exchange on which shares of a Party
     are listed for trading.

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(k)  "Mining  Operations"  means every kind of work done on or in respect of the
     Property or the products derived  therefrom and includes,  without limiting
     the  generality  of  the  foregoing,   work  of  assessment,   geophysical,
     geochemical  and  geological  surveys,  studies and  mapping,  assaying and
     metallurgical  testing,  investigating,   drilling,  designing,  examining,
     equipping, improving, surveying,  shaft-sinking,  raising, crosscutting and
     drifting, searching for, digging, trucking, sampling, working and procuring
     minerals,  ores and  concentrates,  bringing  any  mining  claims to lease,
     reclamation  and in doing all work usually  considered  to be  prospecting,
     exploration,  development  and mining work; in paying wages and salaries of
     persons engaged in such work and in supplying food, lodging, transportation
     and other  reasonable needs of such persons;  in paying insurance  premiums
     and   assessments   or  premiums  for  workers'   compensation   insurance,
     contributions  for  unemployment  insurance  or  other  pay  allowances  or
     benefits  customarily  paid in the  district  to such  persons;  in  paying
     rentals,  licence  renewal  fees,  taxes  and  other  governmental  charges
     required to keep the Property in good  standing;  in  purchasing or renting
     plant, buildings,  machinery, tools, appliances,  equipment or supplies and
     in  installing,  erecting,  detaching and removing the same or any of them;
     and in the management of any work which may be done on the Property for the
     due carrying out of such prospecting,  exploration,  development and mining
     work.

(l)  "Mining Rights  Contracts" means any instruments or agreements,  whether or
     not reduced to writing,  by whatever  name called under  applicable  law or
     practice and whether obtained from a Government or Regulatory  Authority or
     any other  person,  pursuant to which  rights that are or are  analogous to
     rights to explore for and/or commercially  exploit base and precious metals
     and  other  minerals  are  held,  or  owned,  and  shall  include,  without
     limitation, a "mineral claim", "mineral interest", "mining claim", "grant",
     "concession",  "exclusive permission", "mining contract", "mining licence",
     "exploitation permit",  "right of reconnaissance",  "right or exploration",
     "research permit", "exploration permit", "royalty interest", or otherwise.

(m)  "Operator" means Lithium.

(n)  "Option" has the meaning set out in Section 0 of this Agreement.

(o)  "Option  Period"  means the period  commencing  on the  Effective  Date and
     ending on the earlier of the first  anniversary  of the Effective  Date and
     the date on which the Option is  terminated  or lapses in  accordance  with
     this Agreement.

(p)  "Parties"  means  the  parties  to  this  Agreement  and  their  respective
     successors  and  permitted  assigns which become  parties  pursuant to this
     Agreement and "Party" means any one of the Parties.

(q)  "Permitted Encumbrance" means

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     (i)  easements,  rights of way,  servitudes or other similar rights in land
          including, without limiting the generality of the foregoing, rights of
          way  and  servitudes  for  railways,   sewers,  drains,  gas  and  oil
          pipelines,  gas and water mains,  electrical light, power,  telephone,
          telegraph or cable television conduits, poles, wires and cables;

     (ii) the right  reserved  to or vested in any  government  or other  public
          authority  by the  terms  of any or by  any  statutory  provision,  to
          terminate,  revoke or forfeit any of the lease or mining  claims or to
          require  annual  or other  periodic  payments  as a  condition  of the
          continuance thereof;

     (iii)rights  reserved  to or vested in any  municipality  or  governmental,
          statutory  or public  authority  to  control  or  regulate  any of the
          Property in any manner,  and all applicable  laws, rules and orders of
          any governmental authority; and

     (iv) the reservations, limitations, provisos and conditions in any original
          grants  from the  Crown  on the  Property  or  interests  therein  and
          statutory exceptions to title.

(r)  "Property"  means  the  property  subject  to  the  Claims,  including  any
     renewals,  extensions  or  replacements  thereof,  together  with any other
     Mining  Rights  Contracts  held  or  applied  for in  connection  therewith
     together  with all  other  rights  and  mineral  interests  appurtenant  or
     incidental  thereto,  including  where the context  permits or requires all
     information in respect thereto resulting from Mining Operations pursuant to
     this Agreement.

(s)  "Shares"  means the common shares in the capital of Lithium as  constituted
     as at the date  hereof to be issued to the  Optionor  pursuant  to  Section
     ERROR! REFERENCE SOURCE NOT FOUND. hereof.

1.2 HEADINGS.  The division of this Agreement into Sections and the insertion of
headings  are for  convenience  of  reference  only and  shall  not  affect  the
construction or  interpretation  of this Agreement.  The terms "this Agreement",
"hereof", "hereunder" and similar expressions refer to this Agreement and not to
any  particular  Article,  Section  or other  portion  hereof  and  include  any
agreement supplemental hereto. Unless something in the subject matter or context
is  inconsistent  therewith,  references  herein to Articles and Sections are to
Articles and Sections of this Agreement.

1.3 LEGISLATION.  Any reference to a provision in any legislation is a reference
to that  provision as now enacted,  and as amended,  re-enacted or replaced from
time to time, and in the event of such  amendment,  re-enactment  or replacement
any  reference to that  provision  shall be read as  referring to such  amended,
re-enacted or replaced provision.

1.4 EXTENDED  MEANINGS.  In this Agreement  words  importing the singular number
only shall  include the plural and vice versa,  words  importing  the  masculine
gender shall  include the  feminine and neuter  genders and vice versa and words

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importing persons shall include individuals, partnerships, associations, trusts,
unincorporated organizations and corporations.

1.5  CURRENCY.  All  references  to currency  herein are to lawful  money of the
United States of America.

1.6 SCHEDULES.  The following are the Schedules  annexed hereto and incorporated
by reference and deemed to be part hereof:

Schedule A - Description of Property and Area of Interest.

2 REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR.  The Optionor represents and
warrants to Lithium that:

(a)  the  Optionor is  resident at the address set forth  beside his name on the
     first page of this Agreement;

(b)  the Optionor has good and  sufficient  power,  authority and right to enter
     into and deliver  this  Agreement  and to option and transfer his legal and
     beneficial  interest  in the  Property  to  Lithium  free and  clear of all
     Encumbrances and rights of others, other than Permitted Encumbrances;

(c)  there is no contract,  option or any other right of another binding upon or
     which at any time in the future may become  binding  upon the  Optionor  to
     option, sell, transfer, assign, pledge, charge, mortgage, explore or in any
     other way option, dispose of or encumber all or part of the Property or any
     portion  thereof or interest  therein other than pursuant to the provisions
     of this Agreement;

(d)  neither  the  entering  into nor the  delivery  of this  Agreement  nor the
     completion  of the  transactions  contemplated  hereby by the Optionor will
     result in the violation of any  agreement or other  instrument to which the
     Optionor is party or by which the Optionor is bound, or any applicable law,
     rule or regulation;

(e)  the Optionor has been  independently  advised as to the restrictions on his
     ability to  transfer  or resell the Shares  and,  in  particular,  that the
     Shares  are  subject  to  a  hold  period  in  accordance  with  applicable
     securities  laws and that the  certificates  representing  the Shares shall
     bear legends denoting such resale restrictions; and

(f)  the Optionor is not party to or bound by any contract or  commitment to pay
     any  royalty,  fee or land  payment  with  respect to the  Property  or any
     portion thereof or interest therein;

(g)  the Optionor is the legal and beneficial owner of 100% of the right,  title
     and working  interest  in and to the  Property as set out in Schedule A and
     except for the Permitted  Encumbrances,  the Property  (including all ores,
     concentrates,  minerals, metals or products in, on or under the Property or
     which may be removed or extricated  therefrom) is free and clear of any and

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     all Encumbrances and is not subject to any right,  claim or interest of any
     other person;

(h)  the Property is properly and accurately  described in Schedule A hereto and
     (i) has been duly and properly  staked and recorded in accordance with laws
     in effect in the jurisdiction in which the Property is located; and (ii) is
     in good standing under the laws of the  jurisdiction  in which the Property
     is  located  up to and  including  at least the  expiry  dates set forth in
     Schedule A;

(i)  the  conditions  on and  relating to the Property  respecting  all past and
     current operations  thereon are in compliance with all applicable  federal,
     provincial  and municipal laws  including all  Environmental  Laws, and the
     Optionor has not received from any  Government or Regulatory  Authority any
     notice   of,  or   communication   relating   to,  any  actual  or  alleged
     Environmental  Claims,  and there are no outstanding work orders or actions
     required  to be taken  relating to  environmental  matters  respecting  the
     Property or any operators carried out thereon;

(j)  there are no actions, suits or proceedings pending or threatened against or
     adversely  affecting,  or which could adversely affect, the Property or any
     portion  thereof  or  interest   therein  or  before  or  by  and  federal,
     provincial,   municipal  or  other  governmental  court  or  Government  or
     Regulatory  Authority  whether or not insured,  and which might involve the
     possibility  of any  judgment or  liability  affecting  the Property or any
     portion thereof or interest therein or lien, charge or encumbrance thereon;

(k)  the Optionor shall, during the Option Period:

     (i)  promptly provide Lithium any and all notices and  correspondence  from
          Government or Regulatory Authorities in respect of the Property;

     (ii) co-operate with Lithium in obtaining any permits or licences  required
          by relevant authorities; and

     (iii)not do or permit or suffer to be done any act or thing  which would or
          might in any way adversely affect the rights of Lithium hereunder.

2.2 REPRESENTATIONS  AND WARRANTIES OF LITHIUM.  Lithium represents and warrants
to the Optionor that:

(a)  Lithium is a corporation duly incorporated,  organized and subsisting under
     the laws of Nevada with the corporate  power to own its assets and to carry
     on its business in the jurisdiction in which the Property is located;

(b)  Lithium has all necessary  power and authority to enter into this Agreement
     and any  agreement or  instrument  referred to in or  contemplated  by this
     Agreement  and to do all such acts and things as are  required  to be done,
     observed or performed by it, in accordance with the terms of this Agreement
     and any  agreement or  instrument  referred to in or  contemplated  by this
     Agreement;

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(c)  neither  the  entering  into nor the  delivery  of this  Agreement  nor the
     completion of the transactions  contemplated  hereby by Lithium will result
     in the violation of any agreement or other instrument to which Lithium is a
     party  or by  which  Lithium  is  bound,  or any  applicable  law,  rule or
     regulation;

(d)  Lithium is a reporting  issuer,  as such term is defined in the  applicable
     securities  legislation,  in the State of Nevada  and is not in  default of
     filing  financial   statements  required  by  such  applicable   securities
     legislation or paying prescribed fees and charges related thereto; and

(e)  the Shares to be issued and delivered to the Optionor  hereunder  will have
     been  validly  created and  authorized  for issuance and when so issued and
     delivered shall be duly and validly issued as fully paid and non-assessable
     Shares.

2.3  ACKNOWLEDGEMENT  OF THE  OPTIONOR.  As the  issuance  of the  Shares to the
Optionor is being  completed  pursuant to exemptions  from the  requirements  to
provide the  Optionor  with a  prospectus  and to sell the  securities  issuable
pursuant to this Agreement  through a person registered to sell securities under
applicable securities legislation, the Optionor acknowledges that:

(a)  certain protections,  rights and remedies provided by applicable securities
     legislation, including statutory rights of rescission or damages, shall not
     be available  to the Optionor and the Optionor may not receive  information
     that  the  Optionor  would  be  entitled  to  under  applicable  securities
     legislation if no prospectus exemption was available;

(b)  Lithium is relieved of certain  obligations  which  would  otherwise  apply
     under applicable securities legislation;

(c)  various  filings must be completed and  disclosures  made to the securities
     regulatory  authorities having  jurisdiction over the securities of Lithium
     and to the Exchange;

(d)  no securities  commission or similar  regulatory  authority has reviewed or
     passed on the merits of the Shares to be issued herein; and

(e)  there is no government or other insurance  covering the Shares to be issued
     herein.

2.4 RELIANCE AND SURVIVAL. The representations,  warranties and acknowledgements
set out in this  Section 2 have been relied on by the  Parties in entering  into
this Agreement.  All representations and warranties made herein will survive the
delivery of this Agreement to the Parties and the completion of the transactions
contemplated hereby and, notwithstanding such completion,  will continue in full
force and effect for the benefit of the Optionor or Lithium, as the case may be,
indefinitely.

3 GRANT OF OPTION

3.1 GRANT OF OPTION.  Effective as at the Effective  Date,  the Optionor  hereby
grants to Lithium the exclusive  right and option (the "Option") to earn 100% of
the undivided right,  title and interest in and to the Property.  This right may
be exercised in the manner referred to in Section 0 hereof.

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3.2 WORKING RIGHT.  During the Option  Period,  Lithium shall have the exclusive
working  right to,  and to permit  any other  person or persons as it may in its
sole  discretion  decide to, enter on and conduct the Mining  Operations  on the
Property as Lithium in its sole discretion may decide.  Lithium shall have quiet
and exclusive  possession during the Option Period with full power and authority
to Lithium,  its servants,  agents,  workers or contractors,  to carry on Mining
Operations in searching for minerals in such manner as Lithium in its discretion
may determine,  including the right to erect,  bring and install on the Property
all buildings,  plant,  machinery,  equipment,  tools, appliances or supplies as
Lithium  shall  deem  necessary  and  proper  and the right to remove  therefrom
reasonable  quantities of rocks, ores and minerals and to transport them for the
purposes of sampling,  metallurgical testing and assaying. Lithium shall conduct
all Mining  Operations in a careful and  miner-like  manner and in compliance in
all material respects with all Acts, regulations,  by-laws, orders and judgments
and all applicable directives,  rules, consents,  permits, orders guidelines and
policies of any Government or Regulatory  Authority with  jurisdiction  over the
Property.

3.3  CONSIDERATION  FOR  OPTION.  In  consideration  of the Option and the other
rights granted  pursuant to Section 0, Lithium hereby commits to spend a minimum
of $15,000 on the property by November 30, 2013,  and to generate an  Assessment
Report that  outlines the work on the property in such format as  prescribed  by
the  Geological  Survey Branch of the  Government of British  Columbia.  Lithium
commits to do all acts,  and to pay all fees  associated  with  maintaining  the
claims in good standing,  and hereby grants the Optionor a 1.5% net  over-riding
royalty on any mineral production from the claims

3.4 ESCROW.  The Optionor  shall,  upon execution of this  Agreement,  execute a
recordable or registrable assignment, bill of sale, deed or other instrument, as
the case may be, transferring the Property to Lithium and/or its assigns,  which
documents  shall be  deposited  with an  escrow  agent or person  designated  by
Lithium and suitable to the Optionor,  together  with a copy of this  Agreement,
such  documents  to be held in escrow until  exercise of the Option  pursuant to
Section 0 hereof or termination of this Agreement  pursuant to Section 0 hereof.
All expenses of the escrow agent shall be paid by Lithium.

3.5  OPTION  ONLY.  Nothing  contained  in  this  Agreement,  Mining  Operations
conducted  or  expenditure  incurred  by  Lithium on or in  connection  with the
Property  or part of it, nor the doing of any act or thing by Lithium  under the
terms of this Agreement  shall  obligate  Lithium to do anything else under this
Agreement other than to fulfill the commitments  referred to in Section 0 to the
extent that it may have  expressly  undertaken to do so pursuant to the terms of
this Agreement,  the  obligations of Lithium  hereunder being simply those of an
optionholder.

3.6 LAPSE OR SURRENDER OF OPTION.  Lithium may let the Option and working  right
granted  in Section 0 lapse by  failing  to comply  with any of its  obligations
referred to in Section 3.3 on or before the dates specified therein.

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4 OBLIGATIONS DURING OPTION PERIOD

4.1 COVENANTS OF LITHIUM. During the Option Period, Lithium covenants and agrees
with the Optionor to:

(a)  conduct  all  work  on or with  respect  to the  claims  in a  careful  and
     miner-like manner and in compliance with all applicable federal, provincial
     and local laws and local  laws,  rules,  orders and  regulations,  and will
     indemnify and save the Optionor  harmless  from any and all claims,  suits,
     demands, losses, and expenses including, without limitations,  with respect
     to environmental,  matters, made or brought against him as a result of work
     done or any act or thing  done or  omitted to be done by Lithium on or with
     respect to the claims; and

(b)  keep the Property in good standing by doing and filing,  or payment in lieu
     thereof, all necessary assessment work and maps and payment of all taxes or
     assessments  required to be paid and by doing all other acts and things and
     making all other  payments  required to be made which may be  necessary  in
     that regard.

4.2  ABANDONMENT.  Lithium may at any time,  during the  currency of the Option,
abandon any one or more of the Claims.  In the event that Lithium wishes to drop
any of the  Claims,  it shall give  notice in writing of such  intention  to the
Optionor and, for a period of 14 days  thereafter,  the Optionor  shall have the
right to request that Lithium  transfer any mineral  claims to be dropped to the
name of the Optionor.

4.3 NO  ENCUMBRANCES.  During the Option Period,  the Optionor shall not pledge,
mortgage or charge or otherwise encumber his beneficial interest in the property
or his rights under this Agreement.

4.4  OPERATOR.  Subject to  applicable  federal,  provincial  and local laws and
regulations,  Lithium will be the operator of all exploration activities related
to the  Property  pursuant  to this  Agreement.  The  Operator  will  manage all
exploration  related to the Property  until the exercise or the  termination  of
this Agreement.

4.5 RIGHT TO EXPLORE AND OPERATE. Subject to applicable federal,  provincial and
local  laws,  regulations  and  permits  during  the Option  Period,  Lithium as
Operator shall have  possession of the Property and the exclusive right to enter
upon the Property and to explore and prospect for ores and minerals  thereon and
to engage in exploration activities including:

(a)  building access roads, drill pads and temporary structures upon the surface
     of the Property for use by Lithium and its contractors and their respective
     personnel and equipment;

(b)  carrying out surface and  underground  exploration on the Property for ores
     and minerals  including,  without limitation,  geological,  geochemical and
     geophysical  surveys,  drilling  programs and  collecting  bulk samples for
     metallurgical test-work;

(c)  using any  surface  and  underground  water  rights,  if any, in or upon or
     appurtenant to the Property and make application for any such rights as may
     be required in the  circumstances,  and to use all reciprocal  rights which
     any of the Property may have with respect to other Property in the area;

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(d)  applying for and holding all permits,  licenses and other approvals  deemed
     necessary  or  appropriate  by Lithium in  connection  with the  conduct of
     exploration activities; and

(e)  doing all things which are incidental to or useful, desirable or convenient
     in the exercise of rights or in the  performance of obligations  granted to
     Lithium hereunder.

4.6 OPERATOR'S OBLIGATIONS. During the Option Period, Lithium shall have control
of all  exploration  activities on or for the benefit of the Property and of all
equipment supplies,  and other assets purchased or otherwise acquired for use in
connection with such  exploration  activities.  Lithium shall pay or cause to be
paid  the  costs of all  labour  performed  upon or  material  furnished  to the
Property by it or at its request and shall keep the  Property  free and clear of
builders' or other liens in  connection  with  services  performed  and material
supplied  at its  request  that are  registered  against  all or any part of the
Property,  provided that Lithium shall have the right to contest the validity of
any lien,  claim or liability and shall not have to satisfy it while  contesting
the validity.

4.7  INDEMNITY.  The Operator  will  indemnify and save harmless the Optionor in
respect of any and all costs,  claims,  liabilities and expenses  arising out of
the Optionee's  actions as Operator and as a result of negligence on the part of
the Operator.

5 EXERCISE OF OPTION GRANTED IN THE PROPERTY

5.1 EXERCISE OF OPTION.  If, on or before the first anniversary of the Effective
Date,  Lithium has  performed its duties as outlined in Section 3.3 Lithium will
be deemed to have  exercised the Option.  In such event Lithium shall become the
owner of 100% of the right,  title and  interest  of the  Optionor in and to the
Property free and clear of all Encumbrances, other than Permitted Encumbrances.

6 TERMINATION

6.1 TERMINATION FOR CAUSE. Subject to Section 0, the Optionor may terminate this
Agreement and the Option and working right herein shall lapse if:

(a)  Lithium is in default of any term or condition of this Agreement;

(b)  the Optionor gives Lithium written notice specifying the particulars of the
     default; and

(c)  upon  expiration  of 30 days from the date of  receipt  by  Lithium of such
     notice,  Lithium has failed to cure the default or, if such default  cannot
     reasonably  be  cured  within  such  30 day  period,  has  failed  to  make
     commercially reasonable efforts to implement a cure for such default.

6.2  SURRENDER  OF RIGHTS.  Subject to Section 0,  Lithium may give the Optionor
written  notice of its  intention to surrender  all of its rights  hereunder and
upon  expiration  of 30 days from the date of  receipt by the  Optionor  of such
notice, this Agreement shall terminate and working right herein shall lapse.

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6.3 OBLIGATIONS ON  TERMINATION.  Notwithstanding  any other  provisions of this
Agreement, in the event of lapse,  termination or surrender of the Option and/or
this Agreement, as the case may be, Lithium shall:

(a)  ensure that any Claims  included in the Property are in good standing for a
     period of at least one year from the lapse, termination or surrender of the
     Option  and/or this  Agreement,  as the case may be, ensure that the Claims
     are free and clear of any and all  Encumbrances,  except for the  Permitted
     Encumbrances and upon request of the Optionor, retransfer any Claims to the
     Optionor in the name of Lithium;

(b)  deliver to the Optionor any and all reports,  maps,  assessment reports and
     maps, samples,  assay results, drill cores and engineering data of any kind
     whatsoever pertaining to the Property or related to Mining Operations which
     have not been previously delivered to the Optionor;

(c)  upon notice from the Optionor,  remove all materials supplies and equipment
     from the  Property and  otherwise  leave the Property in a safe and orderly
     condition;  provided however,  that the Optionor may retain ore and, at the
     cost of Lithium,  dispose of any such materials,  supplies or equipment not
     removed  from the  Property  within 90 days of  receipt  of such  notice by
     Lithium; and

(d)  ensure that the  conditions on and relating to the Property  respecting all
     of Lithium's operations thereon have been in compliance with all applicable
     federal, provincial and municipal laws.

6.4  PROVISIONS  WHICH  OPERATE  FOLLOWING   TERMINATION.   Notwithstanding  any
termination  of this  Agreement  for any reason  whatsoever  and with or without
cause,  the  provisions of Section 0 and any other  provisions of this Agreement
necessary  to give  efficacy  thereto  shall  continue  in full force and effect
following any such termination.

7 FORCE MAJEURE

7.1 FORCE MAJEURE.  Notwithstanding  anything contained in this Agreement to the
contrary, if any party is prevented from or delayed in performing any obligation
under  this  Agreement  and  failure  is  occasioned  by any  cause  beyond  its
reasonable control,  excluding only lack of finances then, subject to Section 0,
the time for the observance of the condition or performance of the obligation in
question shall be extended for a period equivalent to the total period the cause
of the  prevention  or delay  persists  or remains in effect  regardless  of the
length of the total period.

7.2 NOTICE.  Any party  claiming  suspension of its  obligations  shall promptly
notify the other  party to that  effect and shall take all  reasonable  steps to
remove or remedy  the cause and  effect of the force  majeure  described  in the
notice  in so far as it is  reasonably  able so to do and as  soon as  possible;
provided,  that the terms of  settlement of any labour  disturbance  or dispute,
strike  or  lock-out  shall be wholly in the  discretion  of the party  claiming
suspension of its  obligations  by reason  thereof;  and that party shall not be

                                       11
<PAGE>
required to accede to the demands of its opponents in any labour  disturbance or
dispute, strike or lock-out solely to remedy or remove the force majeure thereby
constituted.

7.3  EXTENSION.  The  extension  of time for the  observance  of  conditions  or
performance  of  obligations  as a result of force  majeure  shall  not  relieve
Lithium from its obligations to keep the Property in good standing.

8 NOTICE

8.1 Any demand,  notice or other communication (a "Communication") to be made or
given in connection  with this  Agreement  shall be made or given in writing and
may be made  or  given  by  personal  delivery,  registered  mail  or  facsimile
addressed to the recipient at the addresses or facsimile  numbers of the parties
provided on the first page of this Agreement or such other address or individual
as may be designated by notice by either party to the other.  Any  Communication
made or given by personal  delivery  shall be  conclusively  deemed to have been
given on the day of  actual  delivery  thereof,  if made or given by  registered
mail, on the 4th day,  other than a day which is not a Business  Day,  following
the deposit thereof in the mail, and if made or given by facsimile,  on the day,
other than a day which is not a Business Day, following the day it was confirmed
as received.  If the party giving any Communication knows or ought reasonably to
know of any difficulties  with the postal system which might affect the delivery
of the mail,  any such  Communication  shall not be mailed  but shall be made or
given by personal delivery.

9 REGULATORY APPROVAL

9.1 This Agreement and the transactions  contemplated hereunder shall be subject
to the filing  with and  acceptance  by the  Exchange  and any other  regulatory
authority having jurisdiction over the securities of Lithium. If such acceptance
by the  Exchange is not  obtained  within 60  Business  Days of the date of this
Agreement,  the Optionor may, at his option,  terminate  this  Agreement and the
Option and working rights herein upon written notice to Lithium.

                                       12
<PAGE>
10 AREA OF INTEREST

10.1 Both  during the Option  term and  subsequently,  there shall be an area of
interest (the "Area of Interest")  which will comprise  those lands  included in
the  Property  and  within  two  kilometres  of the  outermost  boundary  of the
Property.  Either the Optionor or Lithium may stake or locate a claim within the
Area of  Interest.  If the  Optionor  stakes or locates  such a claim,  he shall
deliver  notice to Lithium,  and if Lithium  stakes or locates such a claim,  it
shall  deliver  a notice to the  Optionor,  within  30 days of such  staking  or
locating, stating the position of such claim, the reason for staking or locating
such claim and the costs of staking or locating such claim.  The Party receiving
such notice may add such claim to the Property by,  within 31 days of receipt of
such notice,  delivering to the other Party its own notice  indicating that such
claim is to be added to the Property. Lithium shall be responsible for the costs
of staking or locating  such claim.  If a Party fails to deliver such notice and
cheque to the other Party  within  such 31 day  period,  the claim which was the
subject of the  original  notice under this Section 0 shall not form part of the
Property and shall no longer be subject to this Agreement.  Each claim so staked
or located  within the Area of  Interest  will be  independently  subject to the
right of the other  Party to add such claim to the  Property,  even  though more
than one claim may be staked or located  within the Area of Interest at the same
time.

11 PUBLIC ANNOUNCEMENTS

11.1 The  Optionor  shall not,  without the prior  consent of Lithium,  make any
disclosure regarding the existence, purpose, scope, content, terms or conditions
of this Agreement or other  agreements  relating thereto save to the extent such
disclosure  comprises  information  already  publicly  available or unless it is
necessary  for the  Optionor to make such  disclosure  in order to comply with a
statutory  obligation or the requirements of a competent government or statutory
agency; provided that, where practicable, a copy of any proposed announcement or
statement  shall be  furnished  to Lithium in  advance of the  proposed  date of
publication.

12 GENERAL PROVISIONS

12.1 ENTIRE  AGREEMENT.  This  Agreement,  including all the  Schedules  hereto,
together  with the  agreements  and other  documents  to be  delivered  pursuant
hereto,  constitutes the entire  agreement  among the parties  pertaining to the
subject   matter   hereof  and   supersedes   any  and  all  prior   agreements,
understandings,  negotiations and discussions,  whether oral or written,  of the
Parties and there are no warranties,  representations  or other agreements among
the Parties in connection  with the subject matter hereof except as specifically
set forth herein and therein.

12.2 WAIVER.  The failure of a Party in any one or more instances to insist upon
strict  performance  of any of the terms of this  Agreement  or to exercise  any
right or  privilege  arising  under it shall not  preclude it from  requiring by
reasonable  notice that any other party duly perform its obligations or preclude
it from exercising such a right or privilege under reasonable circumstances, nor
shall  waiver in any one  instance of a breach be  construed  as an amendment of
this Agreement or waiver of any later breach.

                                       13
<PAGE>
12.3 ASSIGNMENT.  Either Party shall be permitted to assign this Agreement.  Any
assignment shall be subject to the assignee entering into an agreement,  in form
and substance  satisfactory  to counsel for the other Party, to be bound by this
Agreement.  This Agreement shall enure to the benefit of and be binding upon the
Parties hereto and their respective successors and assigns.

12.4 FURTHER  ASSURANCES.  Each Party shall, from time to time at the request of
the other Party and without further consideration,  execute and deliver all such
other additional  assignments,  transfers,  instruments,  notices,  releases and
other  documents and shall do all such other acts and things as may be necessary
or  desirable  to  assure  more  fully  the  consummation  of  the  transactions
contemplated hereby.

12.5 TIME. Time shall be of the essence of this Agreement.

12.6  AMENDMENT.  This  Agreement  may be amended or varied only by agreement in
writing signed by each of the Parties. Unless the context otherwise so requires,
a reference to this  Agreement  shall  include a reference to this  Agreement as
amended or varied from time to time.

12.7  SEVERABILITY.  If any  provision  of this  Agreement is  determined  to be
invalid   or   unenforceable   in  whole  or  in  part,   such   invalidity   or
unenforceability  shall  attach only to such  provision  or part thereof and the
remaining part of such provision and all other provisions  hereof shall continue
in full force and effect.

12.8  GOVERNING  LAW AND  ATTORNMENT.  This  Agreement  shall be governed by and
interpreted  in accordance  with the laws of the State of Nevada and the federal
laws of the United States applicable  therein and the Parties hereby irrevocably
attorn to the jurisdiction of the Courts of the State of Nevada. For the purpose
of all legal proceedings,  this Agreement shall be deemed to have been performed
in the  State of  Nevada  and the  courts  of the  State of  Nevada  shall  have
exclusive jurisdiction to entertain any action arising under this Agreement.



                THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

                                       14
<PAGE>
12.9  COUNTERPARTS.  This  Agreement may be executed by facsimile and in as many
counterparts as are necessary and shall be binding on each Party when each Party
has  signed and  delivered  one such  counterpart.  When a  counterpart  of this
Agreement  has been  executed by each Party,  all  counterparts  together  shall
constitute one agreement.

IN WITNESS  WHEREOF  this  Agreement  has been duly  executed by the  respective
parties hereto effective as of the date first above written.

LITHIUM CORPORATION


By:
   ---------------------------------------
   (Authorized Signatory)

WITNESSED BY:


---------------------------------------     ------------------------------------
Name                                        THOMAS LEWIS

---------------------------------------
Print Name

---------------------------------------
Address

                                       15
<PAGE>
                                   SCHEDULE A

                  DESCRIPTION OF PROPERTY AND AREA OF INTEREST

The Property is comprised of the following mineral properties and interests:

<TABLE>
<CAPTION>
Tenure                                  Tenure   Tenure                                           Area
Number   Claim Name      Owner          Type    Sub Type   Issue Date    Good To Date   Status    (ha)
------   ----------      -----          ----    --------   ----------    ------------   ------    ----
<C>       <C>            <C>            <C>       <C>      <C>            <C>            <C>      <C>
870969    HEIMDAL1    LEWIS, THOMAS    Mineral   Claim     2011/Jul/27   2014/Sep/26     GOOD     501.63
                      MICHAEL 100%

870991    HEIMDAL2    LEWIS, THOMAS    Mineral   Claim     2011/Jul/27   2014/Sep/26     GOOD     292.59
                      MICHAEL 100%

871010    HEIMDAL3    LEWIS, THOMAS    Mineral   Claim     2011/Jul/27   2014/Sep/26     GOOD     250.79
                      MICHAEL 100%
</TABLE>

The Area of  Interest  includes  the  following  list of claims  comprising  the
Property and a two-kilometre zone surrounding the perimeter of the Property.

                                       16