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SERVICES AGREEMENT

THIS AGREEMENT made with effect the 1st day of June, 2005

BETWEEN:

> Regalito Copper Corp., having an address for service
>         at 1550  625 Howe Street, Vancouver, British Columbia V6C 2T6 Facsimile
>         No. (604) 687-7041
>       (the Company)

AND:

> Sandra Lim, having an address for service at 1550-625
>         Howe Street, Vancouver, British Columbia V6C 2T6
>       (the Contractor)

WITNESSES THAT the Company wishes to enter into this agreement
with the Contractor in respect of the provision of certain services to be
provided by the Contractor to the Company.

NOW THEREFORE the parties hereby covenant and agree as
follows:

|1) | Services and Reporting. The Contractor
      shall provide to the Company the Services (as later defined) on the terms
      and subject to the conditions contained in this agreement and shall report
      with respect to same to the Chief Executive Officer of the
  Company.                                                                                                                                                                                                                                              
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2) | Services Defined. The services (the
      Services) to be provided by the Contractor to the Company shall be those
      set out in Part I of Schedule A hereto.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3) | Time, Contractor Qualified. The Contractor
      represents the Contractor is able to and agrees the Contractor will commit
      such time as may be required to perform the services and, in any event,
      not less than 80% of the Contractors time, and will perform the Services
      to the standards of care, skill and diligence of an experienced person in
      the same field and in a competent, efficient, lawful and ethical
      manner.                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4) | Contractor Independent. The Contractor and
      the Company acknowledge that the Contractor is an independent contractor
      retained for a limited purpose and a limited time and is not an agent,
      employee, partner, or joint venturer of the Company and in respect thereof
      the Contractor shall, subject to this agreement and the requirements of
      third parties with whom the Contractor works, have control over the timing
      and hours of the provision of and the performance of the
  Services.

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|5)  | Term. The Contractor shall provide the
      Services to the Company for an indefinite term (the Term) commencing
      upon the date of this agreement and ending upon the date on which either
      the Company or the Contractor gives written notice to the other that it is
      terminating this agreement, such notice to be not less than 30 calendar
      days.                                                                                                                                                                                                                                                                                                                                  
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6)  | Following Termination. Upon termination of
      this agreement by either party, the Contractor shall immediately cease
      performing the Services and shall not be entitled to any notice of
      termination or any remuneration (other than the 30 calendar days working
      notice or payment in lieu thereof and remuneration earned prior to such
      termination), termination pay or pay in lieu of notice and the Contractor
      hereby fully releases the Company in connection therewith.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company shall not be liable to the Contractor for any
      loss or damage resulting from the termination of this agreement by the
      Company and the Contractor hereby fully releases the Company in connection
      therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7)  | Remuneration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8)  | Governmental Deductions. As the Services to
      be provided by the Contractor under this agreement are to be furnished by
      the Contractor as an independent contractor and not as an employee of the
      Company or in any other capacity, the Company shall not be responsible or
      liable to deduct from the Fees payable to the Contractor, nor to make any
      employer remittance on account of, unemployment insurance, Canada Pension
      Plan, income tax or any other like deduction or withholding that may be
      required of employers from time to time, all of which the Contractor will
      be solely liable for.                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9)  | Expenses. The Company shall pay all
      reasonable out of pocket expenses in connection with the Contractor
      providing the Services hereunder provided that no costs, charges or
      expenses may be incurred by the Contractor on behalf of the Company unless
      the Contractor receives the prior approval of the Company.                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10) | Non-Exclusivity and Fiduciary Duty. Nothing
      in this agreement shall be construed to require that the Contractor
      provide its services exclusively to the Company, except that the
      Contractor shall: (i) have a fiduciary duty to the Company with respect to
      the Contractors activities on behalf of the Company and any opportunities
      arising in connection therewith shall belong to the Company; (ii) not, at
      any time during the Term, carry on or engage in, directly or indirectly,
      any work or business contrary to or which may detract from or which is not
      in the best interests of the Company, and (iii) not serve more than 3
      other clients.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11) | Ownership of Work Product. All documents,
      records, agreements, information and all concepts and processes howsoever
      prepared or produced by the Contractor in performing
the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|    | Services shall belong exclusively to the Company and
      shall be given to or returned to the Company on request.                                                                                                                                                                                                                   
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|    |                                                                                                                                                                                                                                                                                                                                       
|12) | Confidential Information. Except in
      accordance with the prior written approval of the Company, the Contractor
      shall at all times during the Term and thereafter maintain all information
      in the strictest confidence.                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                       
|13) | Survival. Notwithstanding any other
      provision of this agreement, the provisions of paragraphs 6, 7(b), 8, 10,
      11, 12 and this 13 and all other provisions of this agreement required or
      that are reasonably necessary to the enforcement thereof shall survive the
      termination of this agreement and the Term.
|    |                                                                                                                                                                                                                                                                                                                                       
|14) | Assignment of Rights. The Contractor shall
      not assign this agreement or subcontract or assign to any person any
      right, duty or obligation under this agreement.                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                       
|15) | Entire Agreement. This agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter hereof and supersedes all previous communications,
      representations and agreements, whether oral or written, between the
      parties with respect to the subject matter hereof.           
|    |                                                                                                                                                                                                                                                                                                                                       
|16) | Time of the Essence. Time shall be of the
      essence for this agreement.                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                       
|17) | Governing Law. This agreement shall be
      interpreted in accordance with the laws of the Province of British
      Columbia.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                       
|18) | Enurement. This agreement shall enure to
      the benefit of and be binding upon the parties hereto and their respective
      heirs, executors, administrators, successors and permitted
  assigns.                                                                                                                                 

IN
WITNESS WHEREOF Regalito Copper Corp. and Sandra Lim have executed this
agreement with effect the 1st day of June, 2005.

|Regalito Copper Corp. | 
|--------------------- | 
|Per:                  | 
|                      | 
|Robert Pirooz       | 
|                      | 
|Authorized Signatory  | 
|                      | 
|                      | 
|Sandra Lim          | 
|                      | 
|Name: Sandra Lim      | 

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SCHEDULE A PART ISCHEDULE OF SERVICES

The Services to be provided by the Contractor to the Company
are as follows:

| | (i)  | to serve as Chief Financial Officer of the Company and
      any subsidiaries, sister companies, related companies or other companies
      as the Company may request and to provide all of the services normally
      provided by an individual serving as a Chief Financial Officer of a
      company;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                            
| | (ii) | all other activities relating to the function of Chief
      Financial Officer which the Company may reasonably request from time to
      time.                                                                                                                                                           

The Services shall be provided to the Company in Vancouver,
British Columbia, provided the Contractor shall travel as required to perform
the Services.

PART II SCHEDULE OF FEES

|1. | $7,500 per month, plus applicable GST, payable monthly
      against invoices in respect of same, in lawful currency of
  Canada.                                                         
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|   |                                                                                                                                                                                           
|2. | Stock option grants at the sole discretion of the Board
      of Directors.                                                                                                               
|   |                                                                                                                                                                                           
|3. | Bonus at the sole discretion of the Board of Directors
      based on such criteria as the Board of Directors may determine, including
      personal performance and company performance.

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