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






CONSULTING AGREEMENT 

THIS AGREEMENT is dated on the 3rd day of April,
2012. 

BETWEEN: 

Mantra Venture Group Ltd., of
Suite 562, 800 15355 24th Avenue, Surrey, British Columbia, V4A 2H9


(the "Company") 

AND: 

BC0848571 Ltd., of
1162 McGowan Drive, Prince George, British Columbia, V2M 6R1

(the "Contractor") 

WHEREAS: 

A.                     
 The Company desires to retain the Contractor’s principal, Tommy Unger, to
provide the Company with services of the Company’s Vice President of Corporate
Finance (the "Services"); 

B.                      
The Contractor has agreed to provide the Services to the Company on the terms
and conditions of this Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual covenants and promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each, the parties hereto agree as follows: 

ARTICLE 1 
APPOINTMENT AND AUTHORITY OF CONTRACTOR


1.1                    
Appointment of Contractor. The Company hereby appoints the Contractor’s
principal, Tommy Unger, to perform the Services for the benefit of the Company
as hereinafter set forth, and the Company hereby authorizes the Contractor to
exercise such powers as provided under this Agreement. The Contractor accepts
such appointment on the terms and conditions herein set forth.

1.2                    
Performance of Services. The Services hereunder have been and shall
continue to be provided on the basis of the following terms and conditions: 

	 	(a) 	
      the Contractor shall report directly to the Board of
      Directors of the Company;

	 	 	 
	 	(b) 	
      the Contractor shall faithfully, honestly and diligently
      serve the Company and cooperate with the Company and utilize maximum
      professional skill and care to ensure that all services rendered
      hereunder, including the Services, are to the satisfaction of the Company,
      acting reasonably, and the Contractor shall provide any other services not
      specifically mentioned herein, but which by reason of the Contractor's
      capability the Contractor knows or ought to know to be necessary to
      ensure that the best interests of the Company are maintained;
and







2 

	 	(c) 	
      the Company shall report the results of the Contractor's
      duties hereunder as may be requested by the Company from time to
    time.



1.3                     Authority
of Contractor. The Contractor shall have no right or authority, express or
implied, to commit or otherwise obligate the Company in any manner whatsoever
except to the extent specifically provided herein or specifically authorized in
writing by the Company. 

1.4                    
Independent Contractor. In performing the Services, the Contractor shall
be an independent contractor and not an employee or agent of the Company, except
that the Contractor shall be the agent of the Company solely in circumstances
where the Contractor must be the agent to carry out its obligations as set forth
in this Agreement. Nothing in this Agreement shall be deemed to require the
Contractor to provide the Services exclusively to the Company and the Contractor
hereby acknowledges that the Company is not required and shall not be required
to make any remittances and payments required of employers by statute on the
Contractor's behalf and the Contractor or any of its agents shall not be
entitled to the fringe benefits provided by the Company to its employees. 

ARTICLE 2 
CONTRACTOR'S AGREEMENTS 

2.1                    
Expense Statements. The Contractor may incur expenses in the name of the
Company as agreed in advance in writing by the Company, provided that such
expenses relate solely to the carrying out of the Services. The Contractor will
immediately forward all invoices for expenses incurred on behalf of and in the
name of the Company and the Company agrees to pay said invoices directly on a
timely basis. The Contractor agrees to obtain approval from the Company in
writing for any individual expense of $500 or greater or any aggregate expense
in excess of $2,000 incurred in any given month by the Contractor in connection
with the carrying out of the Services. 

2.2                    
Travel Expenses. The Company may require the Contractor to travel or
temporarily relocate to oversee local operations. If relocation or travel is
required, the Company shall provide the Contractor with reasonable
accommodations as well as travel expenses. During extended relocation, the
Contractor shall be provided with paid visits back to his home residence. Any
expenses subject to this Section 2.2 shall be discussed and agreed upon by the
Contractor and the Company before they are undertaken.

2.3                    
Regulatory Compliance. The Contractor agrees to comply with all
applicable securities legislation and regulatory policies in relation to
providing the Services, including but not limited to United States securities
laws (in particular, Regulation FD) and the policies of the United States
Securities and Exchange Commission.

2.4                    
Prohibition Against Insider Trading. The Contractor hereby acknowledges
that the Contractor is aware, and further agrees that the Contractor will advise
those of its directors, officers, employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.




3 

ARTICLE 3 
COMPANY'S AGREEMENTS 

3.1                     Cash
Compensation. Compensation for agreeing to enter into this Agreement and
provide the Services to be rendered by the Contractor pursuant to this Agreement
shall be $7,500 per month during the term of this Agreement.

3.2                    
Compensation Options. Additional compensation for agreeing to enter into
this Agreement and provide the Services to be rendered by the Contractor
pursuant to this Agreement shall be payable in the grand of options to acquire
250,000 shares of the Company’s common stock at $0.03 per share (the
"Compensation Options"). The Compensation Options shall terminate the earlier of
24 months, or upon the termination of this Agreement and the Contractor’s
engagement with the Company.

3.3                    
Information. Subject to the terms of this Agreement, including without
limitation Article 5 hereof, and provided that the Contractor agrees that it
will not disclose any material non-public information to any person or entity,
the Company shall make available to the Contractor such information and data and
shall permit the Contractor to have access to such documents as are reasonably
necessary to enable it to perform the Services under this Agreement. The Company
also agrees that it will act reasonably and promptly in reviewing materials
submitted to it from time to time by the Contractor and inform the Contractor of
any material inaccuracies or omissions in such materials. 

ARTICLE 4 
DURATION, TERMINATION AND DEFAULT


4.1                     Effective
Date. This Agreement shall become effective as of April 3, 2012 (the
"Effective Date"), and shall continue to April 3, 2013 (the "Term") or until
earlier terminated pursuant to the terms of this Agreement. 

4.2                    
Termination. Without prejudicing any other rights that the Company may
have hereunder or at law or in equity, the Company may terminate this Agreement
immediately upon it election to do so, or if it so elects, upon delivery of
written notice to the Contractor if: 

	 	(a) 	
      the Contractor breaches section 2.2 or 2.3 of this
      Agreement;

	 	 	 
	 	(b) 	
      the Contractor breaches any other material term of this
      Agreement and such breach is not cured to the reasonable satisfaction of
      the Company within thirty (30) days after written notice describing the
      breach in reasonable detail is delivered to the Contractor;

	 	 	 
	 	(c) 	
      the Company acting reasonably determines that the
      Contractor has acted, is acting or is likely to act in a manner
      detrimental to the Company or has violated or is likely to violate the
      confidentiality of any information as provided for in this
    Agreement;

	 	 	 
	 	(d) 	
      the Contractor is unable or unwilling to perform the
      Services under this Agreement, or

	 	 	 
	 	(e) 	
      the Contractor commits fraud, serious neglect or
      misconduct in the discharge of the Services.



4.3                    
Termination with Notice. Either the Contractor or the Company may terminate this
Agreement by providing at least thirty (30) days prior written notice to the
other party.




4 

4.4                    
Duties Upon Termination. Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and owing, promptly
deliver the following in accordance with the directions of the Company: 

	 	(a) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;
  and

	 	 	 
	 	(b) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to, all books of account,
      correspondence and contracts in his possession, provided that the
      Contractor shall be entitled thereafter to inspect, examine and copy all
      of the documents which it delivers in accordance with this provision at
      all reasonable times upon three (3) days' notice to the
  Company.



4.5                    
Compensation of Contractor on Termination. Upon termination of this
Agreement, the Contractor shall be entitled to receive as its full and sole
compensation in discharge of obligations of the Company to the Contractor under
this Agreement all sums due and payable under this Agreement to the date of
termination and the Contractor shall have no right to receive any further
payments; provided, however, that the Company shall have the right to offset
against any payment owing to the Contractor under this Agreement any damages,
liabilities, costs or expenses suffered by the Company by reason of the fraud,
negligence or wilful act of the Contractor, to the extent such right has not
been waived by the Company. 

ARTICLE 5 
CONFIDENTIALITY AND NON-COMPETITION 

5.1                    
Maintenance of Confidential Information. The Contractor acknowledges that
in the course of its appointment hereunder the Contractor will, either directly
or indirectly, have access to and be entrusted with information (whether oral,
written or by inspection) relating to the Company or its respective affiliates,
associates or customers (the "Confidential Information"). For the purposes of
this Agreement, "Confidential Information" includes, without limitation, any and
all Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable. The Contractor acknowledges that the Confidential
Information constitutes a proprietary right, which the Company is entitled to
protect. Accordingly the Contractor covenants and agrees that during the Term
and thereafter until such time as all the Confidential Information becomes
publicly known and made generally available through no action or inaction of the
Contractor, the Contractor will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the Company in each
instance, disclose, use or otherwise disseminate the Confidential Information,
directly or indirectly, to any third party. 

5.2                    
Exceptions. The general prohibition contained in Section 5.1 against the
unauthorized disclosure, use or dissemination of the Confidential Information
shall not apply in respect of any Confidential Information that:

	 	(a) 	
      is available to the public generally in the form
      disclosed;

	 	 	 
	 	(b) 	
      becomes part of the public domain through no fault of the
      Contractor;







5 

	 	(c) 	
      is already in the lawful possession of the Contractor at
      the time of receipt of the Confidential Information; or

	 	 	 
	 	(d) 	
      is compelled by applicable law to be disclosed, provided
      that the Contractor gives the Company prompt written notice of such
      requirement prior to such disclosure and provides assistance in obtaining
      an order protecting the Confidential Information from public
      disclosure.



5.3                    
Developments. Any information, data, work product or any other thing or
documentation whatsoever which the Contractor, either by itself or in
conjunction with any third party, conceives, makes, develops, acquires or
acquires knowledge of during the Contractor's appointment with the Company or
which the Contractor, either by itself or in conjunction with any third party,
shall conceive, make, develop, acquire or acquire knowledge of (collectively the
"Developments") during the Term or at any time thereafter during which the
Contractor is engaged by the Company that is related to the business of mining
property acquisition and exploration shall automatically form part of the
Confidential Information and shall become and remain the sole and exclusive
property of the Company. Accordingly, the Contractor does hereby irrevocably,
exclusively and absolutely assign, transfer and convey to the Company in
perpetuity all worldwide right, title and interest in and to any and all
Developments and other rights of whatsoever nature and kind in or arising from
or pertaining to all such Developments created or produced by the Contractor
during the course of performing this Agreement, including, without limitation,
the right to effect any registration in the world to protect the foregoing
rights. The Company shall have the sole, absolute and unlimited right throughout
the world, therefore, to protect the Developments by patent, copyright,
industrial design, trademark or otherwise and to make, have made, use,
reconstruct, repair, modify, reproduce, publish, distribute and sell the
Developments, in whole or in part, or combine the Developments with any other
matter, or not use the Developments at all, as the Company sees fit. 

5.4                    
Protection of Developments. The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3 hereof. If the Company is for
any reason unable, after reasonable effort, to secure execution by the
Contractor on documents needed to effect any registration or to apply for or
prosecute any right or protection relating to the Developments, the Contractor
hereby designates and appoints the Company and its duly authorized officers and
agents as the Contractor's agent and attorney to act for and in the Contractor's
behalf and stead to execute and file any such document and do all other lawfully
permitted acts necessary or advisable in the opinion of the Company to effect
such registration or to apply for or prosecute such right or protection, with
the same legal force and effect as if executed by the Contractor. 

5.5                    
Remedies. The parties to this Agreement recognize that any violation or
threatened violation by the Contractor of any of the provisions contained in
this Article 5 will result in immediate and irreparable damage to the Company
and that the Company could not adequately be compensated for such damage by
monetary award alone. Accordingly, the Contractor agrees that in the event of
any such violation or threatened violation, the Company shall, in addition to
any other remedies available to the Company at law or in equity, be entitled as
a matter of right to apply to such relief by way of restraining order, temporary
or permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper. 




6 

5.6                     Reasonable
Restrictions. The Contractor agrees that all restrictions in this Article 5
are reasonable and valid, and all defenses to the strict enforcement thereof by
the Company are hereby waived by the Contractor. 

ARTICLE 6 
DEVOTION TO CONTRACT 

6.1                    
Devotion to Contract. During your employment, the Contractor will devote
the whole of its time, attention and abilities during normal business hours to
the duties hereby granted and accepted and the Contractor will give the Company
the full benefit of your knowledge, expertise, technical skill and
ingenuity.

6.2                     Other
Activities. The Contractor shall be precluded from acting in a function
similar to that contemplated under this Agreement for any other person, firm or
company. 

ARTICLE 7 
PRIVATE PLACEMENT OF COMPENSATION
OPTIONS 

7.1                    
Documents Required from Contractor. The Contractor shall complete, sign
and return to the Company as soon as possible, on request by the Company, such
additional documents, notices and undertakings as may be required by regulatory
authorities and applicable law. 

7.2                    
Acknowledgements of Contractor. The Contractor acknowledges and agrees
that: 

	 	(a) 	
      the Contractor agrees and acknowledges that none of the
      Compensation Options have been registered under the Securities Act of 1933
      or under any state securities or "blue sky" laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons (as that
      term is defined in Regulation S under the Securities Act of 1933), except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the Securities Act of 1933, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act of 1933 and in each case
      only in accordance with applicable state securities laws. However, the
      parties acknowledge that the Company shall register the Compensation
      Options within one year from the date of this Agreement;

	 	 	 
	 	(b) 	
      the Contractor has not acquired the Compensation Options
      as a result of, and will not itself engage in, any "directed selling
      efforts" (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Compensation Options; provided,
      however, that the Contractor may sell or otherwise dispose of any of the
      Compensation Options pursuant to registration thereof under the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(c) 	
      the Compensation Options will be subject in the United
      States to a hold period from the date of issuance of the Compensation
      Options unless such Compensation Options are registered with the
      Securities and Exchange Commission ("SEC");







7 

	 	(d) 	
      the decision to execute this Agreement and purchase the
      Compensation Options agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company other than those made by the Company in the
      information the Company has filed with the SEC;

	 	 	 
	 	(e) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its directors, officers, employees, agents, advisors and
      shareholders from and against any and all loss, liability, claim, damage
      and expense whatsoever (including, but not limited to, any and all fees,
      costs and expenses whatsoever reasonably incurred in investigating,
      preparing or defending against any claim, lawsuit, administrative
      proceeding or investigation whether commenced or threatened) arising out
      of or based upon any representation or warranty of the Contractor
      contained herein or in any document furnished by the Contractor to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Contractor to comply with any covenant or
      agreement made by the Contractor to the Company in connection
      therewith;

	 	 	 
	 	(f) 	
      the issuance and sale of the Compensation Options to the
      Contractor will not be completed if it would be unlawful;

	 	 	 
	 	(g) 	
      the Compensation Options are not listed on any stock
      exchange or subject to quotation and no representation has been made to
      the Contractor that the Compensation Options will become listed on any
      other stock exchange or subject to quotation on any other quotation system
      except that market makers are currently making markets in the Company's
      common stock on the OTC Bulletin Board;

	 	 	 
	 	(h) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Compensation
Options;

	 	 	 
	 	(i) 	
      there is no government or other insurance covering the
      Compensation Options;

	 	 	 
	 	(j) 	
      there are risks associated with an investment in the
      Compensation Options, including the risk that the Contractor could lose
      all of its investment;

	 	 	 
	 	(k) 	
      the Contractor and the Contractor's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Compensation Options
      hereunder, and to obtain additional information, to the extent possessed
      or obtainable without unreasonable effort or expense, necessary to verify
      the accuracy of the information about the Company;

	 	 	 
	 	(l) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Contractor during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Compensation Options hereunder
      have been made available for inspection by the Contractor, the
      Contractor's lawyer and/or advisor(s);

	 	 	 
	 	(m) 	
      the Company will refuse to register any transfer of the
      Compensation Options not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;







8 

	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Compensation Options, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(o) 	
      the Contractor has been advised to consult the
      Contractor's own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Compensation Options and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Contractor is resident in connection with the distribution of the
      Compensation Options hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions.



7.3                    
Representations, Warranties and Covenants of the Contractor. The
Contractor hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the end of the
expiry of the Term or early termination of this Agreement) that: 

	 	(a) 	
      The Contractor is not a US Person as that term is defined
      in Regulation S promulgated under the 1933 Act;

	 	 	 
	 	(b) 	
      the sale of the Compensation Options to the Contractor as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Contractor;

	 	 	 
	 	(c) 	
      the Contractor is acquiring the Compensation Options for
      investment only and not with a view to distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Compensation Options in the United States or to U.S. Persons;

	 	 	 
	 	(d) 	
      the Contractor is executing this Agreement and is
      acquiring the Compensation Options as principal for the Contractor's own
      account, for investment purposes only, and not with a view to, or for,
      distribution or fractionalisation thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such
      Compensation Options;

	 	 	 
	 	(e) 	
      the entering into of this Agreement and the transactions
      contemplated hereby have been duly authorized by all necessary corporate
      action on the part of the Contractor;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated thereby will not result in the violation of any of the terms
      and provisions of any law applicable to the Contractor, or of any
      agreement, written or oral, to which the Contractor may be a party or by
      which the Contractor is or may be bound;

	 	 	 
	 	(g) 	
      the Contractor has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Contractor enforceable against the Contractor in accordance with its
      terms;

	 	 	 
	 	(h) 	
      the Contractor has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the prospective investment in the Compensation Options
      and the Company;







9 

	 	(i) 	
      the Contractor is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Contractor participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Compensation Options;

	 	 	 	 
	 	(j) 	
      the Contractor is not aware of any advertisement of
      pertaining to the Company or any of the Compensation Options;
and

	 	 	 	 
	 	(k) 	
      no person has made to the Contractor any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Compensation Options;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Compensation Options;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Compensation Options; or

	 	 	 	 
	 		(iv) 	
      that any of the Compensation Options will be listed and
      posted for trading on any stock exchange or automated dealer quotation
      system or that application has been made to list and post any of the
      Compensation Options of the Company on any stock exchange or automated
      dealer quotation system, except that currently certain market makers make
      market in the common shares of the Company on the OTC Bulletin
    Board.



7.4                    
Legending of Compensation Options. The Contractor hereby acknowledges
that upon the issuance thereof, and until such time as the same is no longer
required under the applicable securities laws and regulations, the certificates
representing any of the Compensation Options will bear a legend in substantially
the following form: 


  
    
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
        REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
        UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
        IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
        ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
        TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
        TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
        WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
        THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION
        S UNDER THE 1933 ACT. 

    

  



7.5                    
The Contractor hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement. 

ARTICLE 8 
MISCELLANEOUS 

8.1                    
Notices. All notices required or allowed to be given under this Agreement
shall be made either personally by delivery to or by facsimile transmission to
the address set forth above or to such other address as may be designated from
time to time by such party in writing. 




10 

8.2                   
 Independent Legal Advice. The Contractor acknowledges that: 

	 	(a) 	
      this Agreement was prepared for the Company;

	 	 	 
	 	(b) 	
      the Contractor has been requested to obtain his own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(c) 	
      the Contractor has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(d) 	
      by signing this Agreement, the Contractor confirms that
      he fully understands this Agreement; and

	 	 	 
	 	(e) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Contractor waives his right to obtain
      independent legal advice.



8.3                    
Change of Address. Any party may, from time to time, change its address
for service hereunder by written notice to the other party in the manner
aforesaid. 

8.4                    
Entire Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Contractor by the Company are null and void.
The parties hereto agree that they have expressed herein their entire
understanding and agreement concerning the subject matter of this Agreement and
it is expressly agreed that no implied covenant, condition, term or reservation
or prior representation or warranty shall be read into this Agreement relating
to or concerning the subject matter hereof or any matter or operation provided
for herein. 

8.5                    
Further Assurances. Each party hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request in
order to more effectively carry out the intent and purpose of this Agreement and
to establish and protect the rights and remedies created or intended to be
created hereby. 

8.6                    
Waiver. No provision hereof shall be deemed waived and no breach excused,
unless such waiver or consent excusing the breach is made in writing and signed
by the party to be charged with such waiver or consent. A waiver by a party of
any provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision. 

8.7                    
Amendments in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto. 

8.8                    
Assignment. Except as herein expressly provided, the respective rights
and obligations of the Contractor and the Company under this Agreement shall not
be assignable by either party without the written consent of the other party and
shall, subject to the foregoing, enure to the benefit of and be binding upon the
Contractor and the Company and their permitted successors or assigns. Nothing
herein expressed or implied is intended to confer on any person other than the
parties hereto any rights, remedies, obligations or liabilities under or by
reason of this Agreement. 

8.9                    
Severability. In the event that any provision contained in this Agreement
shall be declared invalid, illegal or unenforceable by a court or other lawful
authority of competent jurisdiction, such provision shall be deemed not to
affect or impair the validity or enforceability of any other provision of this
Agreement, which shall continue to have full force and effect. 




11 

8.10                   Headings.
The headings in this Agreement are inserted for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. 

8.11                  
Number and Gender. Wherever the singular or masculine or neuter is used
in this Agreement, the same shall be construed as meaning the plural or feminine
or a body politic or corporate and vice versa where the context so requires.


8.12                  
Time. Time shall be of the essence of this Agreement. In the event that
any day on or before which any action is required to be taken hereunder is not a
business day, then such action shall be required to be taken at or before the
requisite time on the next succeeding day that is a business day. For the
purposes of this Agreement, "business day" means a day which is not Saturday or
Sunday or a statutory holiday in Newfoundland, Canada. 

8.13                  
Enurement. This Agreement is intended to bind and enure to the benefit of
the Company, its successors and assigns, and the Contractor and the personal
legal representatives of the Contractor. 

8.14                   Counterparts.
This Agreement may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one and the
same instrument. 

8.15                  
Currency. Unless otherwise provided, all dollar amounts referred to in
this Agreement are in lawful money of the United States of America. 

8.16                  
Electronic Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement. 

8.17                  
Proper Law. This Agreement will be governed by and construed in
accordance with the law of the Province of British Columbia. The parties hereby
attorn to the jurisdiction of the Courts in the Province of British
Columbia.

                          
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written. 

	MANTRA VENTURE GROUP LTD. 	TOMMY UNGER 
	 	 	 
	 	 	 
	  	  	  
	Per: 	/s/ Larry Kristof 	/s/ Tommy Unger 
	 	 	 
	  	Larry Kristof, President 	Tommy Unger