exhibit101.htm


    REVOLVING
LINE OF CREDIT

    AGREEMENT

    


    This loan agreement
(the “Agreement”), dated
as of October 15, 2008 (the “Agreement Date”) is made by
and between:

    


    


    MANTRA VENTURE GROUP LTD., a
company duly incorporated under the laws of the State of Nevada and having its
office located at Suite 1205, 207 West Hastings Street, Vancouver, British
Columbia, V6B 1H7

    (the “Borrower”)

    


    AND

    


    LARRY KRISTOF, the President,
Chief Executive Officer and a Director of the Borrower

    (the “Lender”)

    


    BACKGROUND

    


    A.
The Lender has agreed to make available to the Borrower a revolving line of
credit of up to US $250,000.

    


    B.
As of the Agreement Date, the Lender has previously advanced loans to the
Borrower (the “Prior
Advances”).

    


    AGREEMENT

    


    NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which each of
the parties hereby acknowledges, the parties agree as follows:

     

     

    PART
1

    


    TERMS
OF LINE OF CREDIT

    


    
      	
              1.

            	
              Line of
      Credit.  The Lender will make available to the Borrower
      for a period extending to October 14, 2010 (the “Maturity Date”), a
      revolving line of credit for the principal amount of up to US $250,000
      (the “Credit
      Limit”). In connection herewith, the Borrower will execute and
      deliver to the Lender a promissory note in the amount of the Credit Limit
      attached hereto as “Exhibit A” (the “Promissory Note”). All
      sums advanced on the Credit Line pursuant to the Agreement or as Prior
      Advances shall become part of the principal of the Promissory
      Note.

            


    

    


    
      	
              2.

            	
              Prior
      Advances.  The balance of the Line of Credit available to
      be advanced to the Borrower will be reduced by the Prior
      Advances.

            


    

    


    
      	
              3.

            	
              Draw Down
      Period.  The Borrower may draw down funds under the Line
      of Credit from the Agreement Date until the Maturity
  Date.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4.

            	
              Notice of Advance by
      Borrower.  In order to draw down funds under the Line of
      Credit, the Borrower must provide written notice to the Lender of the
      amount the Borrower wishes to be advanced (the “Notice”), such amount
      not to exceed US $25,000 each month (the “Advance
      Amount”).

            


    

     

    
      	
              5.

            	
              Advances by
      Lender.  Within 30 days of receiving the Notice from the
      Borrower, the Lender will provide the Advance Amount to the
      Borrower.

            


    

    


    
      	
              6.

            	
              Method of Payment of
      Advances.  All advances made by the Lender on account of
      the Line of Credit will be made by cheque delivered to the Borrower or by
      wire transfer to an account to be designated by the
    Borrower.

            


    

    


    
      	
              7.

            	
              Payment of Outstanding
      Balance.  The outstanding balance of the Line of Credit,
      including the Prior Advances, is repayable on the Maturity Date. The
      Borrower may repay the outstanding balance, in whole or in part, at any
      time prior to the Maturity Date. Any repayments made by the Borrower prior
      to the Maturity Date will be applied toward the outstanding balance of the
      Line of Credit. The repaid funds may be re-borrowed by the Borrower at any
      time before the Maturity Date. At any particular time during the term of
      the agreement, the Borrower may have borrowed in aggregate no more than
      the Credit Limit.

            


    

    


    
      	
              8.

            	
              Fee.  The
      Borrower will pay to the Lender a one-time fee of US $100 within 10
      business days of entering into the Agreement as consideration for the Line
      of Credit.

            


    

    


    
      	
              9.

            	
              Term.  The
      Agreement shall be effective as of the Agreement Date and will continue in
      full force and effect until the later of two years following the Agreement
      Date or until the outstanding balance of the Line of Credit has been paid
      in full.

            


    

    


    
      	
              10.

            	
              Costs.  The
      Borrower will pay the costs of the drawing, execution and delivery of the
      Agreement, provided however, that the parties will each be responsible for
      their own legal costs in relation to the
  Agreement.

            


    

     

     

    PART
2

    


    GENERAL

    


    
      	
              11.

            	
              Assignment.  Neither
      party may assign its rights under the Agreement, in whole or in party,
      without the prior written consent of the other
  party.

            


    

    


    
      	
              12.

            	
              Enurement.  This
      Agreement and all its provisions will enure to the benefit of and be
      binding upon the parties, their successors and permitted
      assigns.

            


    

    


    
      	
              13.

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      when so executed will be considered to be an original and such
      counterparts together will constitute one and the same
      agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              

                14.

              

            	
              Invalidity of Any
      Provision.  If any covenant, obligation or provision
      contained in the Agreement is invalid or unenforceable, the remainder of
      the Agreement will not be affected and each covenant, obligation or
      provision of the Agreement will separately be valid and enforceable to the
      fullest extent permitted by law.

            


    

     

    


    TO EVIDENCE THEIR
AGREEMENT each of the parties has executed the Agreement on the date appearing
below.

    


    
      MANTRA
VENTURE GROUP LTD.

       

      By: /s/
Dennis Petke

      Dennis
Petke

      CFO and Authorized
Signatory

      


      Date:  October
15, 2008

      


      /s/
Larry Kristof

      Larry
Kristof

      


      Date:  October
15, 2008

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    


    NON-INTEREST
BEARING PROMISSORY NOTE

    


    AMOUNT:                 US $250,000

    


    DATE:                      October 15, 2008

    


    FOR VALUE RECEIVED,
the undersigned promises to pay to the order of LARRY KRISTOF the sum of TWO HUNDRED FIFTY
THOUSAND DOLLARS
(US $250,000), or the aggregate unpaid principal amount of all advances made by
the Lender to the Borrower pursuant to the terms of a Revolving Line of Credit
Agreement. The principal of the loan is non-interest bearing and shall be fully
and immediately payable on October
14, 2010 (the “Maturity Date”).

    


    This note shall
take effect as a sealed instrument and be enforced in accordance with the laws
of the Province of British Columbia.  All parties to this note waive
presentment, notice of non-payment, protest and notice of protest, and agree to
remain fully bound notwithstanding the release of any party, extension or
modification of terms, or discharge of any collateral for this
note.

    


    NOTICE TO BORROWER:
THIS IS A DEMAND NOTE AND SO MAY BE COLLECTED BY THE LENDER AT ANY TIME ON OR
AFTER THE MATURITY DATE.

    


    MANTRA
VENTURE GROUP LTD.

    


    


    Per:           /s/ Dennis
Petke

    Name:      
Dennis Petke

    Title:         Chief
Financial Officer