Transfer Agent and Registrar Agreement


    

      Exhibit
        10.1 -
        Transfer Agent and Registrar Agreement

      


      EMPIRE

      STOCK
        TRANSFER

       

      


      TRANSFER
        AGENT AND REGISTRAR AGREEMENT

      


      THIS
        AGREEMENT
        is made
        and entered into on June 20, 2007.

      


      BETWEEN: Empire
        Stock Transfer Inc., a
        body
        corporate duly incorporated under the laws of the State of Nevada and having
        an
        office situated at 2470 St. Rose Parkway, Henderson, NV 89074 (the “Transfer
        Agent”)

      


      AND:   Portage
        Resources Inc.    

          Name
        of the
        Company

      


      Nevada        

          State
        of
        Incorporation

      


          990
        Richard Street ,St. Wenceslas, Quebec, Canada, G0Z 1J0  

          Address
        of
        Company

      


      In
        consideration of the mutual premises, covenants and agreements contained
        herein,
        the parties agree as follows:

      


      
        	
                1.

              	
                The
                  Company hereby appoints Transfer Agent as the sole Transfer Agent
                  and
                  Registrar for the Company’s capital
                  stock.

              


      

      


      
        	
                2.

              	
                The
                  Company warrants and represents to the Transfer Agent that the
                  Company has
                  full power and absolute capacity to enter into this Agreement and
                  that the
                  terms of this Agreement have been authorized by all necessary corporate
                  acts and deeds in order to give effect to the terms hereof, including
                  the
                  execution of this Agreement by the authorized signatory indicated
                  below.

              


      

      


      
        	
                3.

              	
                The
                  Company agrees to provide the Transfer Agent with a current, accurate
                  and
                  complete shareholder list, inclusive of shareholder names, addresses,
                  applicable social security numbers, number of shares, date of issue
                  and
                  the certificate numbers by which these shares are represented.
                  The Company
                  also covenants to notify the Transfer Agent of material changes
                  in its
                  affairs that my affect the Transfer Agent’s provision of services
                  hereunder including, without limitation, a change in directors,
                  officers,
                  management and/or affiliates of the Company; alternation of the
                  Company’s
                  capitalization by way of forward or reverse split, a change of
                  Company
                  name, or a change of Company address. The Company agrees to indemnify
                  and
                  hold harmless the Transfer Agent for any errors or omissions made
                  on the
                  part of the Company or its previous transfer agent with respect
                  to
                  information provided, or a failure to provide information, to the
                  Transfer
                  Agent.

              


      

      


      
        	
                4.

              	
                The
                  Transfer Agent agrees to maintain the Company’s shareholder record in
                  accordance with accepted standards and agrees to process and register
                  the
                  Company’s transfers. The 

              


      

      


      Transfer
        Agent agrees to make available these records in the form of a shareholders
        list
        upon written request by an authorized officer or agent of the Company. Where
        there is a dispute between the Company and a third party regarding the issuance
        or cancellation of any securities in the Company’s capital stock, the Transfer
        Agent shall have the right to require the Company to provide the Transfer
        Agent
        with a legal opinion or Court order with respect to the securities in issue
        prior to acting upon any instructions

       

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

      
 

      
        	
                5.

              	
                The
                  Company agrees to pay the transfer agent an initial fee of $1,000,
                  which
                  includes a $500 file setup fee and first year’s annual maintenance fee, as
                  well as a $500 credit for future use toward Company transfers.
                  Thereafter,
                  the Company agrees to pay the transfer agent an annual fee of $500
                  in
                  compensation for the time and expense necessary to maintain the
                  books and
                  records of the Company as well as answering any inquiries from
                  shareholders, brokers and clearing agents that may arise from performing
                  this duty. This annual fee will be due on the first day of the
                  month as
                  inserted in this agreement and is subject to annual review. Other
                  fees may
                  include, without limitation, transfers borne by the Company, shareholder
                  lists, mailing labels, distributions and proxy tabulation. In addition,
                  the Company agrees to pay all expenses incurred by the result of
                  a lawsuit
                  or government investigation including all legal and professional
                  fees,
                  travel expenses, copying of documents, and postage or courier fees.
                  The
                  Company agrees that it shall compensate the Transfer Agent at a
                  rate of
                  $50 per hour in circumstances where the Transfer Agent is required
                  to
                  expend its employees’ time in order to comply with regulatory body or
                  court orders regarding the Company’s securities or where an employee is
                  required to attend court as a witness in respect of any matters
                  relating
                  to the Company’s securities.

              


      

      


      
        	
                6.

              	
                The
                  Transfer Agent shall not be under any obligation to prosecute or
                  defend
                  any action or suit in respect of the Company unless the Company
                  shall, so
                  often as required, furnish the Transfer Agent with satisfactory
                  indemnity
                  and funding against such expenses or
                  liabilities.

              


      

      


      
        	
                7.

              	
                This
                  agreement may be terminated upon the delivery of written notice
                  by one
                  party to the other at least fourteen (14) days prior to the effective
                  date
                  of termination. Upon termination, the Company agrees to pay all
                  outstanding fees owed to the Transfer Agent. The Transfer Agent
                  shall have
                  the authority to hold the books and records of the Company until
                  it has
                  received such payment.

              


      

      


      IN
        WITNESS WHEREOF the parties hereto have hereunto affixed their respective
        hands
        and seals or corporate seals, as the case may be, both as of the day and
        year
        first written above.

      


      PORTAGE
        RESOURCES INC .                                      EMPIRE
        STOCK TRANSFER INC.

      Name
        of
        Company

      


      MARTINE
        CARON                                PATRICK
        MOKROS   

      Signature                                      Signature

      


      


      Chief
        Executive Officer                             President   

              Title                               Title

      


      


      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      


       

      EMPIRE
        STOCK TRANSFER INC.   TRANSFER
        AGENT AND REGISTRAR AGREEMENT