Mantra Venture 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. 




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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 $5,000 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.




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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