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DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT is dated for reference the 8th day of
April, 2005.

BETWEEN:

ABERDENE MINES LIMITED.,
101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109

(the Company)

OF THE FIRST PART

AND:

CAMERON REYNOLDS,49
A&B Hanover Gate Mansions Park Road, London, United Kingdom, NW1 4SN

(the Creditor)

OF THE SECOND PART

WHEREAS:

A. The Company is indebted to the Creditor in the total amount
of US$59,290 (the Debt);

B. The Company wishes to settle the Debt by issuing to the
Creditor shares of common stock of the Company and the Creditor is prepared to
accept the shares in full satisfaction of the Debt.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the premises and of the covenants and agreements set out in
this Agreement, the parties agree as follows:

|1. | ACKNOWLEDGMENT OF
DEBT
|-- | ----------------------

The Company acknowledges and agrees that it is indebted to the
Creditor in the amount of the Debt.

|2. | ISSUANCE OF SHARES
|-- | ------------------

2.1 The Company agrees to issue to the Creditor and the
Creditor agrees to accept 197,633 shares of common stock of the Company (the
Shares) at a deemed price of $0.30 per Share as full and final payment of the
Debt.

2.2 The Company will deliver as soon as practicable to the
direction of the Creditor one or more share certificates representing the
Shares.

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2.3 The Creditor agrees that the Debt will be fully satisfied
and extinguished when the Company delivers the Shares to the Creditor, and
subject only to the issuance of the Shares, the Creditor releases and forever
discharges the Company, its subsidiaries and their respective directors,
officers, and employees from and against any and all claims, actions,
obligations, and damages whatsoever which the Creditor may have against any of
them relating to the Debt. This release will be operative from and after the
date of completion of the transaction contemplated by this Agreement and will be
effective without the delivery of any further release or other documents by the
Creditor to the Company.

|3. | REPRESENTATIONS OF
  CREDITOR
|-- | -----------------------------

The Creditor represents, warrants and acknowledges to the
Company that:

|(a) | the Debt constitutes the entire outstanding indebtedness
      of the Company to the Creditor including principal, interest to the date
      hereof and costs;                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                               
|(b) | the Creditor has not conveyed, transferred or assigned
      any portion of the Debt to any third party, and has full right, power and
      authority to enter into this Agreement and to accept the Shares in full
      and final satisfaction of the Debt;
|    |                                                                                                                                                                                                                                                               
|(c) | no third party has any right to payment of all or any
      portion of the Debt;                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                               
|(d) | the Creditor has no claims or potential claims against
      the Company on account of any matter whatsoever, other than the
    Debt;                                                                                                                        
|    |                                                                                                                                                                                                                                                               
|(e) | if the Creditor is a corporation or legal entity other
      than an individual, all necessary corporate or other action has been taken
      by the Creditor to approve this Agreement;                                                                      
|    |                                                                                                                                                                                                                                                               
|(f) | the Company is relying on exemptions from registration
      requirements of applicable securities laws in the United States to issue
      the Shares to the Creditor;                                                                                       
|    |                                                                                                                                                                                                                                                               
|(g) | the Creditor will be the beneficial owner of the
      Shares;                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                               
|(h) | the Creditor is not acquiring the Shares as a result of
      any material information that the Company has not generally disclosed to
      the public; and                                                                                                  
|    |                                                                                                                                                                                                                                                               
|(i) | the Shares will be subject to resale restrictions as
      required by applicable securities law and the Creditor will seek his own
      independent legal advice regarding such resale restrictions imposed on the
      Shares.                            

The Companys obligation to complete the transactions
contemplated hereby is subject to the foregoing representations and warranties
being true and correct at the date of this Agreement and at the time of closing.
Such representations and warranties will survive the closing of the transactions
contemplated hereby and will continue in full force and effect for the benefit
of the Company for a period of five years from the date of issuance of the
Shares to the Creditor. The Creditor will

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indemnify the Company from and against any and all claims,
damages, losses and costs arising from such representations ad warranties being
incorrect or breached.

|4. | GENERAL PROVISIONS
|-- | ------------------

4.1 Time will be of the essence of this Agreement.

4.2 The Company and the Creditor will sign all other documents
and do all other things reasonably necessary to carry out this Agreement.

4.3 The provisions contained in this Agreement constitute the
entire agreement between the parties and supersede all previous understandings,
communications, representations, and agreements, whether written or verbal,
between the parties regarding the subject matter of this Agreement.

4.4 This Agreement will be governed by and construed in
accordance with the laws of Nevada. Each party irrevocably attorns to the
jurisdiction of the courts of Nevada with respect to any legal proceedings
arising herefrom.

4.5 All dollar amounts referred to in this Agreement are
expressed in United States currency, unless otherwise indicated.

4.6 This Agreement will enure to the benefit of and be binding
on each of the parties and their respective heirs, executors, administrators,
successors, and assigns.

4.7 This Agreement may be executed in counterparts, both of
which will constitute one agreement.

4.8 This Agreement supersedes and replaces any prior agreements
between the parties concerning the subject matter hereof.

IN WITNESS WHEREOF the parties
have signed this Agreement as of the date written on the first page of this
Agreement.

ABERDENE MINES LIMITEDPer:/s/ Brent
Jardine_______________________________Authorized Signatory

/s/ Cameron
Reynolds_______________________________**CAMERON
REYNOLDS**

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