Tryx Ventures Corp. - Exhibit 10.18a






CREDIT FACILITY AGREEMENT

THIS AGREEMENT dated as of the 21st day of October, 2005.

BETWEEN:

ANDROGAS PROPERTY S.A, an
Austrian company, with a registered office at Castellezgasse 17, A-1020 Wien,
Vienna, Austria

(the “Lender”)

AND:

TRYX VENTURES CORP., a British
Columbia company, with a registered office at 314-837 West Hastings Street,
Vancouver, British Columbia

(the “Borrower”)

WHEREAS:

A. Pursuant to Section 7.3(c) of a Share Exchange Agreement
dated July 29, 2005 (the “Exchange Agreement”), among the Borrower,
Ignition Technologies, Inc., Adam Jason Morand and the shareholders as set out
in the Exchange Agreement, the closing of the Exchange Agreement is subject to
the Borrower entering into and closing a convertible debenture in the amount of
$2,765,000; and

B. The Lender has agreed to lend and the Borrower has agreed to
Borrow $2,765,000 based upon the terms and conditions set forth herein.

NOW THEREFORE in consideration of the premises and the
respective covenants, agreements, representations, warranties and indemnities of
the parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions. For the purposes of this Agreement,
unless the context otherwise requires, the following terms shall have the
respective meanings set out below and grammatical variations of such terms shall
have corresponding meanings:

		(a) 	
      “Business Day” means any day other than a Saturday,
      Sunday, public holiday under the laws of the Province of British Columbia
      or other day on which banking institutions are authorized or obligated to
      close in the Province of British Columbia;

		 	 
		(b) 	
      “Closing Date” means the closing date of the Exchange
      Agreement;

		 	 
		(c) 	
      “Common Stock” means shares of common stock in the
      capital of the Borrower;

		 	 
		(d) 	
      “Event of Default” has the meaning set out in Section
      8;







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		(e) 	
      “Exchange Act” means the Securities Exchange Act of 1934,
      as amended;

		 	 
		(f) 	
      “General Security Agreement” means the General Security
      Agreement executed by the parties hereto on the same date
hereof;

		 	 
		(g) 	
      “OTCBB” means the NASD Over-The-Counter Bulletin
      Board;

		 	 
		(h) 	
      “Outstanding Amount” means, in respect of the Credit
      Facility, on any day, an amount calculated and expressed in U.S. dollars
      equal to the aggregate principal amount of all Advances made by the Lender
      under the Credit Facility less any amounts converted in accordance with
      Section 5 hereof;

		 	 
		(i) 	
      “SEC” means the United States Securities and Exchange
      Commission; and

		 	 
		(j) 	
      “Securities Act” means the Securities Act of 1933, as
      amended.



2. THE CREDIT FACILITY 

2.1 Credit Facility. The Lender shall make available to
the Borrower in accordance with and subject to the terms and conditions of this
Agreement, until October 21, 2010 (the “Maturity Date”), a credit
facility in the principal amount of up to $2,765,000 (the “Credit
Facility”), made available to the Borrower by way of Advances in accordance
with Section 2.2 hereof.

2.2 Advances. On the terms and conditions set forth
herein, the Lender, from time to time, on any Business Day from the Closing Date
until 5:00 p.m. (Vancouver time) on the first anniversary of the Closing Date,
agrees to make advances to the Borrower (the “Advances”). Each Advance
shall be in an aggregate amount of not less than $50,000 and in multiples of
$10,000 up to $500,000 in any 30 day period.

2.3 Notice of Advance. Each Advance shall be made by the
Lender within three Business Days after receipt of a notice from the Borrower in
the form set out in Schedule A attached hereto, with appropriate insertions (the
“Advance Notice”), which shall specify certain information including: (i)
the date of the Advance Notice; (ii) the aggregate amount of such Advance; and
(iii) the Outstanding Amount having given effect to such Advance.

2.4 Lender to Make Advance. Upon receipt of the Advance
Notice, the Lender shall pay such Advance by wire transfer to an account in the
name of the Borrower as provided by the Borrower. In addition, upon receipt of
the Advance Notice and provided that the Lender agrees with the information set
out thereon, the Lender shall promptly sign the Advance Notice, thereby
acknowledging receipt of same, and fax back to the Borrower in accordance with
the notice provisions set out herein.

2.5 Use of Proceeds. The Borrower shall use all Advances
to fund working capital and general corporate activities.

3. REPAYMENT

3.1 Payments. Less any amounts converted by the Lender
under Section 5, the Borrower shall pay the Outstanding Amount to the Lender on
the Maturity Date, without set-off, counterclaim or 




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deduction, unless, in the case of set-off, such set-off is
specifically acknowledged in writing by the Lender.

3.2 Repayment of the Loan. The Borrower may not repay
the Outstanding Amount until the Maturity Date except as required by the Lender
as a result of an Event of Default. The repayment of the Outstanding Amount will
not extinguish the requirement to pay the Royalty.

4. ROYALTY PAYMENTS

4.1 Royalty Fee. In lieu of interest, the Borrower shall
pay a royalty fee (the “Royalty”) calculated as a percentage of the
Borrower’s audited gross revenues on a consolidated basis (the
“Revenues”) in accordance with the following amounts:

		(a) 	
      5% Royalty on Revenues from $1 to $10,000,000;

		 	 
		(b) 	
      4% Royalty on Revenues from $10,000,001 to
      $30,000,000;

		 	 
		(c) 	
      3% Royalty on Revenues from $30,000,001 to $65,000,000;
      and

		 	 
		(d) 	
      2% Royalty on Revenues from $65,000,0001 to
      $120,000,000.



(collectively, the “Royalty Payments”).

4.2 Payment of Royalty. The Borrower shall pay the
Royalty to the Lender on or before 100 days following each fiscal year end of
the Borrower based upon the Revenues as set out in the Borrower’s audited
consolidated income statement included in the Borrower’s annual report on Form
10-KSB (the “Annual Report”) until the Royalty Payments are paid in full
by the Borrower or the Borrower elects to repay the Royalty in accordance with
Section 4.3 herein.

On the date of payment the Borrower will also provide to the
Lender a report, reviewed by its auditors, describing the kind and amount of the
Revenues upon which the Royalty is based. In the event that the Lender is not
satisfied with the report on the Revenues, the Lender may conduct, at its own
expense, a second audit of the Revenues for the applicable fiscal year end by an
independent accounting firm (the “Second Audit”). The Borrower will
co-operate fully with the Second Audit. In the event that the Second Audit
states the Revenue to be greater than 10% as disclosed in the Annual Report, the
Borrower shall pay the Royalty based upon the revenues set out in the Second
Audit less the Royalty already paid, if any, based upon the Annual Report, and
shall compensate the Lender for all costs associated with conducting the Second
Audit.

4.3 Repayment of Royalty. The Royalty may be prepaid by
the Borrower at any time following the Closing Date by paying 60% of the maximum
future Revenues that are capable of being earned by the Lender assuming the
Borrower exceeds Revenues of $120,000,000 in accordance with the Royalty
Payments in Section 4.1 herein (the “Repayment”). Notwithstanding the
foregoing, in the event that the Repayment constitutes a criminal rate of
interest in any applicable jurisdiction, the Repayment will be reduced to 1%
below the criminal rate of interest applicable to that jurisdiction.




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5. RIGHT OF CONVERSION

5.1 Conversion. The Lender is entitled, at its option,
to convert (each a “Conversion”), at any time and from time to time,
until payment in full at the Maturity Date, all or any part of the Outstanding
Amount into units (the “Units”) of the Borrower at $0.70 per Unit. Each
Unit shall consist of one share (each a “Conversion Share”) of the Common
Stock and one share purchase warrant (each a “Warrant”). Each Warrant
will entitle the Lender to purchase one additional share (each a “Warrant
Share”) of Common Stock at an exercise price of $1.00 for a period of three
(3) years from the date such Warrant is issued. To effect a Conversion, the 

Lender shall deliver written notice thereof, in the form set
out in Schedule B attached hereto, with appropriate insertions (the
“Conversion Notice”), to the Borrower at its address as set forth herein.
The date upon which the Conversion shall be effective (the “Conversion
Date”) shall be deemed to be the date set forth in the Conversion Notice.
Upon receipt of the Conversion Notice, the Borrower shall promptly sign the
Conversion Notice, thereby acknowledging receipt of same, and fax back to the
Lender in accordance with the notice provisions set out herein, then cause its
registrar and transfer agent to issue the certificates representing the
Conversion Shares and the certificates representing the Warrant Shares if the
Lender exercises the Warrants. If the Borrower does not agree with the
information set out on the Conversion Notice, it will amend the Conversion
Notice to reflect the numbers of Units for which there is no dispute and cause
those Units to be issued. If the dispute cannot be settled within 30 days, the
parties will refer the matter to binding arbitration pursuant to Section 10.

5.2 Fractional Shares. Notwithstanding any other
provisions of this Agreement, no certificate for fractional shares of the
Conversion Shares or the Warrant Shares will be issued to the Lender.

In lieu of any such fractional shares, if the Lender would
otherwise be entitled to receive a fraction of a share of the Conversion Shares
or Warrant Shares following a Conversion or exercise, as applicable, the Lender
will be entitled to receive from the Borrower a stock certificate representing
the nearest whole number of shares of the Borrower.

5.3 Issuance of Units. The Borrower will issue the
applicable number of Units to the Lender, consisting of Conversion Shares and
Warrants, such Warrants to be in the form set out in Schedule C attached hereto,
within five (5) days of receipt of the Conversion Notice from the Lender.

5.4 Effect of Conversion on Outstanding Amount.
Conversions hereunder shall have the effect of lowering the Outstanding Amount
in an amount equal to the applicable Conversion. The Lender and the Borrower
shall maintain records showing the Outstanding Amount converted and the date of
such Conversions. In the event of any dispute or discrepancy, the records of the


Lender shall be controlling and determinative in the absence of
manifest error.

5.5 Adjustment of Conversion Terms. The Conversion
Shares to be issued upon Conversion shall be subject to adjustment from time to
time upon the happening of certain events while the right of Conversion
specified by the provisions of this Agreement remains outstanding, as
follows:

		(a) 	
      If the Borrower at any time shall consolidate with or
      merge into or sell or convey all or substantially all its assets, the
      provisions of this Agreement shall thereafter evidence the right to
      purchase such number and type of securities and property as would have
      been issuable or distributable on account of such consolidation, merger,
      sale or conveyance, upon or with respect to the securities subject to the
      Conversion or purchase right







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      immediately prior to such consolidation, merger, sale or
      conveyance, the foregoing provision shall similarly apply to successive
      transactions of a similar nature by any such successor or purchaser.
      Without limiting the generality of the foregoing, the provisions of this
      Agreement shall apply to such securities of such successor or purchaser
      after any such consolidation, merger, sale or conveyance.

		 	 
		(b) 	
      If the Borrower at any time shall, by subdivision,
      combination or reclassification of securities, or otherwise, change any of
      the securities then purchasable upon the exercise of the Conversion or
      purchase right specified by the provisions of this Agreement into the same
      or a different number of securities of any class or classes, the
      provisions of this Agreement shall thereafter evidence the right to
      purchase such number and type of securities as would have been issuable as
      the result of such change with respect to the securities which were
      subject to such Conversion or purchase right immediately prior to such
      subdivision, combination, reclassification or other change. If shares of
      Common Stock are subdivided or combined into a greater or smaller number
      of shares of Common Stock, the Conversion shall be proportionately
      decreased in case of subdivision of shares or proportionately increased in
      the case of combination of shares, in both situations by the ratio which
      the total number of shares of Common Stock to be outstanding immediately
      after the occurrence of such event bears to the total number of shares of
      Common Stock issued and outstanding immediately prior to the occurrence of
      such event.



6. REPRESENTATIONS AND WARRANTIES

6.1 Borrower’s Representations. The Borrower represents
and warrants that:

		(a) 	
      The Borrower is a corporation duly organized and existing
      pursuant to the laws of the Province of British Columbia without limit as
      to the duration of its existence, the Borrower has corporate powers and
      adequate authority, rights and franchises to own its property and to carry
      on its business as now conducted, and is duly qualified and in good
      standing in each jurisdiction in which the character of the properties
      owned by it therein or the conduct of its business makes such
      qualification necessary, and the Borrower has the corporate power and
      adequate authority to enter into this Agreement.

		 	 
		(b) 	
      The execution and delivery of this Agreement and the
      performance of the provisions of this Agreement are not in contravention
      of or in conflict with any law or regulation or any term or provision of
      the Borrower’s Memorandum or Articles of Incorporation and are duly
      authorized and do not require the consent or approval of any governmental
      agency or other authority, and this Agreement is a valid and legally
      enforceable obligation of the Borrower.

		 	 
		(c) 	
      The execution, delivery and performance of this Agreement
      are not in contravention of or conflict with any agreement, indenture or
      undertaking to which the Borrower is a party or by which the Borrower or
      any of the Borrower’s property may be bound or affected, and will not
      cause any lien, charge or other encumbrance to be created or imposed upon
      any such property by reason thereof.



6.2 Lender’s Representations. The Lender represents and
warrants that:




- 6 -

		(a) 	
      The Lender is a corporation duly organized and existing
      pursuant to the laws of Austria without limit as to the duration of its
      existence and the Lender has the corporate power and adequate authority to
      enter into this Agreement.

		 	 	 
		(b) 	
      The execution and delivery of this Agreement and the
      performance of the provisions of this Agreement are not in contravention
      of or in conflict with any law or regulation or any term or provision of
      the Lender’s charter documents, as applicable, and are duly authorized and
      do not require the consent or approval of any governmental agency or other
      authority. This Agreement is a valid and legally enforceable obligation of
      the Lender.

		 	 	 
		(c) 	
      The execution, delivery and performance of this Agreement
      are not in contravention of or conflict with any agreement, indenture or
      undertaking to which the Lender is a party or by which the Lender may be
      bound or affected.

		 	 	 
		(d) 	
      The Lender is not a “U.S. Person” as the term is defined
      in Regulation S under the Securities Act of 1933, and further represents
      and warrants that:

		 	 	 
			(i) 	
      the Lender is not acquiring the Credit Facility or the
      Units, Conversion Shares, Warrants and Warrant Shares (collectively, the
      “Securities”) for the account or benefit of, directly or
      indirectly, any U.S. Person;

		 	 	 
			(ii) 	
      the Lender is resident in the jurisdiction set out on
      page 1 of this Agreement;

		 	 	 
			(iii) 	
      the authorization of the Agreement or the issuance of the
      Securities to the Lender as contemplated in this Agreement complies with
      or is exempt from the applicable securities legislation of the
      jurisdiction of residence of the Lender;

		 	 	 
			(iv) 	
      the Lender is acquiring the Credit Facility and the
      Securities for investment only and not with a view to resale or
      distribution and, in particular, it has no intention to distribute either
      directly or indirectly any of the Securities in the United States or to
      U.S. Persons;

		 	 	 
			(v) 	
      the Lender is outside the United States when receiving
      and executing this Agreement and is acquiring the Credit Facility and the
      Securities as principal for the Lender’s own account, for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in such Credit Facility and the
      Securities;

		 	 	 
			(vi) 	
      the Lender is not an underwriter of, or dealer in, the
      Securities of the Borrower, nor is the Lender participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Securities;

		 	 	 
			(vii) 	
      the Lender (A) is able to fend for itself in its
      financial affairs, (B) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Credit Facility and the Securities, and (C)
      has the ability to bear the economic risks of its prospective investment
      and can afford the complete loss of such
investment;







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	 	 	(viii) 	 the Lender acknowledges that the Lender has not acquired
        the Credit Facility and the Securities 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 the Credit Facility
        and 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 Securities; provided, however, that the Lender may sell or otherwise
        dispose of any of the Securities pursuant to registration of any of the
        Securities pursuant to the 1933 Act and any applicable state securities
        laws or under an exemption from such registration requirements and as
        otherwise provided herein;

	 	 	 	 
	 	 	(ix) 	 until such time as the Securities are registered in
        accordance with Section 7 hereof, the Lender acknowledges and agrees that
        the Securities will be issued pursuant to an exemption from the prospectus
        and registration requirements of the Securities Act. The Lender agrees
        to abide by all applicable resale restrictions and hold periods imposed
        by all applicable securities legislation.

	 	 	 	 
				 The certificate or certificates (as applicable) representing
        the Securities to be issued upon Conversion or exercise, as applicable,
        in accordance with the terms of this Agreement will be endorsed with the
        following legend pursuant to the Securities Act in order to reflect the
        fact that the Securities will be issued to the Lender pursuant to an exemption
        from the registration requirements of the Securities Act pursuant to Regulation
        S under the Securities Act:





				 THE SECURITIES
        REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
        TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
        TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
        AS AMENDED (THE "1933 ACT").       

      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.   
	 































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			(x) 	 the Borrower has advised the Lender that the Borrower
        is relying on an exemption from the prospectus requirements of the Securities
        Act (British Columbia) (the “British Columbia Act”) to
        issue the Securities to the Lender and, as a consequence, certain protections,
        rights and remedies provided by the British Columbia Act, including statutory
        rights of rescission or damages, will not be available to the Lender;

			 	 
			(xi) 	 the Lender is not aware of any advertisement of any
        of the Credit Facility or the Securities; and

			 	 
			(xii) 	 no person has made to the Lender any written or oral
        representations:





				(A) 	 that any person will resell or repurchase any of the
        Securities,

				 	 
				(B) 	 that any person will refund the purchase price of any
        of the Credit Facility and the Securities,

				 	 
				(C) 	 as to the future price or value of any of the Securities,
        or

				 	 
				(D) 	 except as permitted in accordance with Section 7 hereof,
        that any of the Securities 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 Securities of the Borrower on
        any stock exchange or automated dealer quotation system.



7.  REGISTRATION

7.1 Registration Procedures and Expenses. The Borrower shall:





		(a) 	
      subject to receipt of necessary information from the
      Lender, prepare and file with the SEC as soon as practicable and in no
      event later than thirty (30) days following the Closing Date, a
      registration statement on Form SB-2 (the “Registration Statement”),
      to enable the resale of 100% of the Conversion Shares and 100% of the
      Warrant Shares, assuming that all of the Credit Facility is advanced and
      converted by the Lender, (collectively, the “Registrable Shares”)
      by the Lender from time to time on the OTCBB and use all reasonable best
      efforts to cause the Registration Statement to be declared effective as
      promptly as possible after filing and, subject to Section 7.2(b) below, to
      remain continuously effective until the earlier of (i) the second (2nd)
      anniversary of the Closing Date, or (ii) such time as all Registrable
      Shares converted or exercised, as applicable, by the Lender pursuant to
      this Agreement have been sold thereunder or pursuant to Rule 144 under the
      Securities Act (the “Registration Period”). In the event that Form
      SB-2 is unavailable for such registration, the Borrower shall use such
      other form as is available for such a registration; provided, however,
      that the Borrower will promptly file a new Registration Statement on Form
      S- 3 covering the resale of the Registrable Shares in the event that such
      Form becomes available at any time while Registrable Shares are
      outstanding and have not yet been sold to the public;

	 	 	 
		(b) 	
      prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to the Registration Statement
      and the prospectus used in connection












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      therewith as may be necessary to keep the Registration
      Statement effective at all times until the end of the Registration Period,
      subject to Section 7.2(b) below;

		 	 
		(c) 	
      furnish to the Lender with respect to the Registrable
      Shares registered under the Registration Statement such reasonable number
      of copies of the Registration Statement, prospectuses and preliminary
      prospectuses in conformity with the requirements of the Securities Act and
      such other documents as the Lender may reasonably request, in order to
      facilitate the public sale or other disposition of all or any of the
      Registrable Shares by the Lender;

		 	 
		(d) 	
      file documents required of the Borrower for normal blue
      sky clearance in states specified in writing by the Lender; provided,
      however, the Borrower shall not be required to qualify to do business or
      consent to service of process in any jurisdiction in which it is not now
      so qualified or has not so consented;

		 	 
		(e) 	
      use its reasonable best efforts to cause the Registration
      Statement to be filed no later than sixty (60) days following the Closing
      Date (the “Filing Deadline”) and declared effective on or prior to
      one hundred and twenty (120) days following the Closing Date (unless such
      Registration Statement is fully reviewed by the staff of the SEC in which
      case such one hundred and twenty (120) day period shall be extended to one
      hundred and fifty (150) days);

		 	 
		(f) 	
      within five (5) Business Days after a Registration
      Statement covering the Registrable Shares is ordered effective by the SEC,
      the Borrower shall deliver, or shall cause its legal counsel to deliver,
      to the transfer agent for such Registrable Shares (with copies to the
      Lender) confirmation that such Registration Statement has been declared
      effective by the SEC;

		 	 
		(g) 	
      bear all expenses in connection with the procedures in
      paragraph (a) through (f) of this Section 7.1 and the registration of the
      Registrable Shares pursuant to the Registration Statement except for the
      fees and expenses, if any, of legal counsel or advisers to the Lender or
      underwriting discounts, brokerage fees and commissions incurred by the
      Lender, if any; and

		 	 
		(h) 	
      not, for a period of thirty (30) days after the
      effectiveness of the Registration Statement, authorize or issue any shares
      of its capital stock to any person or entity except as may be required by
      this Agreement, the Exchange Agreement or any securities that are issued
      pursuant to a safe harbour from the registration and prospectus
      requirements of the Securities Act or to a non-U.S. person pursuant to
      Regulation S under the Securities Act.



          It
  shall be a condition precedent to the obligations of the Borrower to take any
  action pursuant to this Section 7.1 that the Lender shall furnish to the Borrower
  such information regarding itself, the Registrable Shares to be sold by the
  Lender, and the intended method of disposition of such securities as shall be
  required to effect the registration of the Registrable Shares.

7.2 Transfer of Registrable Shares After Registration.

		(a) 	
      The Lender agrees that it will not offer to sell or make
      any sale, assignment, pledge, hypothecation or other transfer with respect
      to the Registrable Shares that would







- 10 -

			
      constitute a sale within the meaning of the Securities
      Act except pursuant to the Registration Statement referred to in Section
      7.1 or pursuant to an exemption from the registration requirements under
      the Securities Act, and that it will promptly notify the Borrower of any
      changes in the information set forth in the Registration Statement after
      it is prepared regarding the Lender or its plan of distribution to the
      extent required by applicable law.

		 	 
		(b) 	
      In the event of: (i) any request by the SEC or any other
      federal or state governmental authority during the period of effectiveness
      of the Registration Statement for amendments or supplements to a
      Registration Statement or related prospectus or for additional
      information, (ii) the issuance by the SEC or any other federal or state
      governmental authority of any stop order suspending the effectiveness of a
      Registration Statement or the initiation of any proceedings for that
      purpose, (iii) the receipt by the Borrower of any notification with
      respect to the suspension of the qualification or exemption from
      qualification of any of the Registrable Shares for sale in any
      jurisdiction or the initiation of any proceeding for such purpose, or (iv)
      any event or circumstance which in the reasonable good faith judgment of
      the Borrower’s board of directors necessitates the making of any changes
      in the Registration Statement or prospectus, or any document incorporated
      or deemed to be incorporated therein by reference, so that, in the case of
      the Registration Statement, it will not contain any untrue statement of a
      material fact or any omission to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading,
      and that in the case of the prospectus, it will not contain any untrue
      statement of a material fact or any omission to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading, then the Borrower shall deliver a certificate in writing to
      the Lender (the “Suspension Notice”) to the effect of the foregoing
      (which notice will not disclose the content of any material non-public
      information and will indicate the date of the beginning and end of the
      intended suspension, if known), and, upon receipt of such Suspension
      Notice, the Lender will refrain from selling any Registrable Shares
      pursuant to the Registration Statement (a “Suspension”) until the
      Lender’s receipt of copies of a supplemented or amended prospectus
      prepared and filed by the Borrower, or until it is advised in writing by
      the Borrower that the current prospectus may be used, and has received
      copies of any additional or supplemental filings that are incorporated or
      deemed incorporated by reference in any such prospectus. In the event of
      any Suspension, the Borrower will use its reasonable best efforts to cause
      the use of the prospectus so suspended to be resumed as soon as possible
      after delivery of a Suspension Notice to the Lender. The Lender agrees
      that the Suspension and Suspension Notice described in this Section 7.2(b)
      shall be held by them in strictest confidence and not be disclosed by the
      Lender unless authorized by the Borrower in writing, except to the extent
      publicly known or as required by applicable law.

		 	 
			
      In addition to any suspension rights under paragraph (b)
      above, and subject to paragraph (d) below, the Borrower may, upon the
      happening of any event, that, in the reasonable good faith judgment of
      Borrower’s Chief Executive Officer and board of directors, renders it
      advisable to suspend use of the prospectus for no more than sixty (60)
      days in the aggregate in any twelve (12) month period of time due to
      pending corporate developments, public filings with the SEC or similar
      events, and upon delivery of a Suspension Notice, effect a Suspension
      until copies of a supplemented or amended







- 11 -

			
      prospectus are distributed to the Lender or until the
      Lender is advised in writing by the Borrower that the use of the
      applicable prospectus may be resumed.

		 	 
		(c) 	
      Provided that a Suspension is not then in effect, the
      Lender may sell Registrable Shares under the Registration Statement,
      provided that the Lender complies with the prospectus delivery
      requirements of the Securities Act.

		 	 
		(d) 	
      In the event of a sale of Registrable Shares by the
      Lender, the Lender must also deliver a notice with applicable information
      to the Company’s transfer agent, with a copy to the Company, so that
      ownership of the Registrable Shares may be properly transferred and any
      restrictive legend properly removed.

		 	 
		(e) 	
      For so long as the Borrower will have a class of
      securities registered under Section 12(b) or Section 12(g) of the Exchange
      Act, the Borrower covenants that it will file, on a timely basis, any
      reports required to be filed by it under the Exchange Act and the rules
      and regulations adopted by the SEC thereunder and keep all such reports
      and public information current to the extent required by Rule 144 under
      the Securities Act for a period of two (2) years after the Closing Date.
      The Company covenants that it will use its reasonable best efforts to
      maintain the quotation of its Common Stock on the OTCBB or such other
      securities trading system or exchange reasonably acceptable to the Lender
      at all times relevant to this Agreement.



7.3 Indemnification. For the purpose of this Section
5.3(c), the term “Registration Statement” shall include any preliminary or final
prospectus, exhibit, supplement or amendment included in or relating to the
Registration Statement referred to in Section 7.3(a) and anything incorporated
by reference therein.

		(a) 	
      The Borrower agrees to indemnify and hold harmless the
      Lender and each person, if any, who controls the Lender within the meaning
      of the Securities Act, against any losses, claims, damages, liabilities or
      expenses, joint or several, to which the Lender or such controlling person
      may become subject, under the Securities Act, the Exchange Act, or any
      other federal or state statutory law or regulation, or at common law or
      otherwise (including in settlement of any litigation, if such settlement
      is effected with the written consent of the Borrower, which consent shall
      not be unreasonably withheld), insofar as such losses, claims, damages,
      liabilities or expenses (or actions in respect thereof as contemplated
      below) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in the Registration
      Statement, or the Prospectus, financial statements and schedules, and all
      other documents filed as a part thereof, as amended at the time of
      effectiveness of the Registration Statement, including any information
      deemed to be a part thereof as of the time of effectiveness pursuant to
      paragraph (b) of Rule 430A, or pursuant to Rule 434, of the rules and
      regulations promulgated under the Securities Act (the
      “Regulations”), or the Prospectus, in the form first filed with the
      SEC pursuant to Rule 424(b) of the Regulations, or filed as part of the
      Registration Statement at the time of effectiveness if no Rule 424(b)
      filing is required (the “Prospectus”), or any amendment or
      supplement thereto, or arise out of or are based upon the omission or
      alleged omission to state in any of them a material fact required to be
      stated therein or necessary to make the statements in any of them, in
      light of the circumstances under which they were made, not misleading, or
      any failure by the Borrower to fulfill any undertaking included in
    the







- 12 -

			
      Registration Statement, and will reimburse the Lender for
      any legal and other expenses as such expenses are reasonably incurred by
      the Lender in connection with investigating, defending, settling,
      compromising or paying any such loss, claim, damage, liability, expense or
      action; provided, however, that the Borrower will not be liable in any
      such case to the extent that any such loss, claim, damage, liability or
      expense arises out of or is based upon (i) an untrue statement or alleged
      untrue statement or omission or alleged omission made in the Registration
      Statement, the Prospectus or any amendment or supplement of the
      Registration Statement or Prospectus in reliance upon and in conformity
      with written information furnished to the Borrower by or on behalf of the
      Lender expressly for use in the Registration Statement or the Prospectus,
      or (ii) any untrue statement or omission of a material fact required to
      make such statement not misleading in any Prospectus that is corrected in
      any subsequent Prospectus that was delivered to the Lender before the
      pertinent sale or sales by the Lender.

		 	 	 
		(b) 	
      The Lender will indemnify and hold harmless the Borrower,
      each of its directors, each of its officers who signed the Registration
      Statement and each person, if any, who controls the Borrower within the
      meaning of the Securities Act, against any losses, claims, damages,
      liabilities or expenses to which the Borrower, each of its directors, each
      of its officers who signed the Registration Statement or controlling
      person may become subject, under the Securities Act, the Exchange Act, or
      any other federal or state statutory law or regulation, or at common law
      or otherwise (including in settlement of any litigation, if such
      settlement is effected with the written consent of such Borrower, which
      consent shall not be unreasonably withheld) insofar as such losses,
      claims, damages, liabilities or expenses (or actions in respect thereof as
      contemplated below) arise out of or are based upon any untrue or alleged
      untrue statement of any material fact contained in the Registration
      Statement, the Prospectus, or any amendment or supplement to the
      Registration Statement or Prospectus, or arise out of or are based upon
      the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading, in each case to the extent, but only to the extent, that such
      untrue statement or alleged untrue statement or omission or alleged
      omission was made in the Registration Statement, the Prospectus, or any
      amendment or supplement thereto, in reliance upon and in conformity with
      written information furnished to the Borrower by or on behalf of such
      Lender expressly for use therein; provided, however, that the Lender shall
      not be liable for any such untrue or alleged untrue statement or omission
      or alleged omission of which the Lender has delivered to the Borrower in
      writing a correction before the occurrence of the transaction from which
      such loss was incurred, and the Lender will reimburse the Borrower, each
      of its directors, each of its officers who signed the Registration
      Statement or controlling person for any legal and other expense reasonably
      incurred by the Borrower, each of its directors, each of its officers who
      signed the Registration Statement or controlling person in connection with
      investigating, defending, settling, compromising or paying any such loss,
      claim, damage, liability, expense or action.

		 	 	 
		(c) 	
      The indemnification procedure is as follows:

		 	 	 
			(i) 	
      Promptly after receipt by an indemnified party under this
      Section 7.3 of notice of the threat or commencement of any action, such
      indemnified party will, if a







- 13 -

			
      claim in respect thereof is to be made against an
      indemnifying party under this Section 7.3, promptly notify the
      indemnifying party in writing of the claim; but the omission so to notify
      the indemnifying party will not relieve it from any liability which it may
      have to any indemnified party for contribution or otherwise under the
      indemnity agreement contained in this Section 7.3 or otherwise, to the
      extent it is not materially prejudiced as a result of such
  failure.

		 	 
		(ii) 	
      Notwithstanding the provisions of this Section 7.3, the
      Lender shall not be liable for any indemnification obligation under this
      Agreement in excess of the aggregate amount of net proceeds received by
      the Lender from the sale of the Convertible Shares and the Warrant Shares
      pursuant to the Registration Statement.



7.4 Information Available. So long as the Registration Statement is
  effective covering the resale of  the Conversion Shares and Warrant Shares
  owned by the Lender, the Company will furnish or otherwise make available
  to the Lender: 

		(a) 	
      as soon as practicable after available (but in the case
      of the Company’s Annual Report to Stockholders, within 90 days after the
      end of each fiscal year of the Company), one copy of

		 	 	 
			(i) 	
      its Annual Report to Stockholders (which Annual Report
      shall contain financial statements audited in accordance with generally
      accepted accounting principles in the United States, consistently applied,
      by a firm of certified public accountants),

		 	 	 
			(ii) 	
      if not included in substance in the Annual Report to
      Stockholders, its Annual Report on Form 10-K or Form 10-KSB, as
      applicable,

		 	 	 
			(iii) 	
      its quarterly reports on Form 10-Q or Form 10-QSB, as
      applicable, and

		 	 	 
			(iv) 	
      a full copy of the particular Registration Statement
      covering the Conversion Shares and Warrant Shares (the foregoing, in each
      case, excluding exhibits); and

		 	 	 
		(b) 	
      upon the request of the Lender, a reasonable number of
      copies of the Prospectus to supply to any other party requiring the
      Prospectus.



7.5 No Additional Registration Statements or Sale of
Securities. Except in connection with any acquisition transaction or
existing registration rights, the Borrower covenants that it will not (a) file,
or publicly announce, any other registration statements with respect to the sale
of any securities of the Borrower or (ii) offer or sell any other securities of
the Borrower in financing transactions, until such time as the Registration
Statement has become effective with respect to the Registrable Shares.

8. EVENTS OF DEFAULT

8.1 The occurrence of any of the following events of default
shall, at the option of the Lender, make the Outstanding Amount and any accrued
Royalty immediately due and payable, on demand:




- 14 -

		(a) 	
      Failure to pay any Royalty when due and the continued
      failure to pay for a period of fifteen (15) days after receipt of written
      notice of such failure to the Borrower from the Lender;

		 	 
		(b) 	
      Failure to pay the Outstanding Amount on the Maturity
      Date;

		 	 
		(c) 	
      Borrower shall become insolvent or admit in writing its
      inability to pay its debts as they come due, or make any assignment for
      the benefit of creditors, or apply for or consent to the appointment of a
      receiver or trustee for it or for a substantial part of its property or
      business, or such a receiver or trustee otherwise shall be
    appointed;

		 	 
		(d) 	
      Bankruptcy, insolvency, reorganization or liquidation
      proceedings or other proceedings or relief pursuant to any bankruptcy law
      or any law for the relief of debtors shall be instituted by or against the
      Borrower;

		 	 
		(e) 	
      Sale of all or substantially all of the assets of the
      Borrower; and

		 	 
		(f) 	
      Any breach of the Borrower’s covenants in this Agreement
      or in the General Security Agreement.



9. CLOSING

9.1 Closing. The closing shall take place on or before
the Closing Date at the offices of the lawyers for the Borrower or at such other
location or time as agreed to by the parties.

10. ARBITRATION

10.1 Should there be a disagreement or a dispute between the
parties hereto with respect to this Agreement or the interpretation thereof, the
same will be referred to a single arbitrator pursuant to the Commercial
Arbitration Act (British Columbia), and the determination of such arbitrator
will be final and binding upon the parties hereto. This Clause will be deemed to
be a submission to arbitration in accordance with the Commercial Arbitration Act
(British Columbia).

11. MISCELLANEOUS

11.1 Survival. Each party is entitled to rely on the
representations, warranties and agreements of the other party and all such
representation, warranties and agreements will be effective regardless of any
investigation that any party has undertaken or failed to undertake. The
representations, warranties and agreements will survive the Closing Date and
continue in full force and effect until six (6) months after the Closing
Date.

11.2 Further Assurances and Provision of Information.
Each of the parties hereto will co-operate with the others and execute and
deliver to the other parties hereto such other instruments and documents and
take such other actions as may be reasonably requested from time to time by any
other party hereto as necessary to carry out, evidence, and confirm the intended
purposes of this Agreement.

11.3 Amendment. This Agreement may not be amended except
by an instrument in writing signed by each of the parties.




- 15 -

11.4 Expenses. Each party to this Agreement will bear
its respective expenses incurred in connection with the preparation, execution,
and performance of this Agreement and the transactions contemplated hereby,
including all fees and expenses of agents, representatives, counsel, and
accountants.

11.5 Entire Agreement. This Agreement, the schedules
attached hereto and the other documents in connection with this transaction
contain the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior arrangements and understandings, both
written and oral, expressed or implied, with respect thereto. Any preceding
correspondence or offers are expressly superseded and terminated by this
Agreement.

11.6 Notices. All notices and other communications
required or permitted under to this Agreement must be in writing and will be
deemed given if sent by personal delivery, faxed with electronic confirmation of
delivery, internationally-recognized express courier or registered or certified
mail (return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as will be specified
by like notice):

		If to the Lender: 
		  
		Androgas Property S.A. 
		Castellezgasse 17, A-1020 Wien 
		Vienna, Austria 
		  
		Attention: Philippe Mast 
		Telephone: (011) 423-235-0140 
		  
		If to the Borrower: 
		  
		Tryx Ventures Corp. 
		Suite 314 - 837 West Hastings Street 
		Vancouver, British Columbia 
		Canada 
		  
		Attention: Alessandra Bordon, President 
		Telephone: (604) 899-9380 
		Fax: (604) 899-1450 
		  
		With a copy (which will not constitute notice) to: 
		  
		Clark Wilson LLP 
		Barristers & Solicitors 
		Suite 800 – 885 W. Georgia Street 
		Vancouver, B.C. V6C 3H1 
		  
		Attention: Bernard Pinsky 
		Telephone: (604) 687-5700 
		Fax: (604) 687-6314 
		  
		All such notices and other communications will be deemed to
      have been received: 






- 16 -

		(a) 	
      in the case of personal delivery, on the date of such
      delivery;

		 	 
		(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

		 	 
		(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

		 	 
		(d) 	
      in the case of mailing, on the fifth business day
      following mailing.



11.7 Headings. The headings contained in this Agreement
are for convenience purposes only and will not affect in any way the meaning or
interpretation of this Agreement.

11.8 Benefits. This Agreement is and will only be
construed as for the benefit of or enforceable by those persons party to this
Agreement.

11.9 Assignment. This Agreement may not be assigned
(except by operation of law) by any party without the written consent of the
other party.

11.10 Governing Law. This Agreement will be governed by
and construed in accordance with the laws of the Province of British Columbia,
Canada applicable to contracts made and to be performed therein.

11.11 Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any
party.

11.12 Gender. All references to any party will be read
with such changes in number and gender as the context or reference requires.

11.13 Counterparts. This Agreement may be executed in
one or more counterparts, all of which will be considered one and the same
agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

11.14 Fax Execution. This Agreement may be executed by
delivery of executed signature pages by fax and such fax execution will be
effective for all purposes.

11.15 Independent Legal Advice. The Lender confirms that
it has sought and obtained independent legal advice prior to execution of this
Agreement and cannot and does not rely on the representations of the Borrower or
its advisors respecting the legal effects of this Agreement.

11.16 Schedules and Exhibits. The schedules and exhibits
are attached to this Agreement and incorporated herein.

11.17 Currency. All funds and monetary amounts included
in this Agreement are stated in United States dollars.




- 17 -

IN WITNESS WHEREOF the parties have executed this Agreement on
the date set forth above.

	ANDROGAS PROPERTY S.A. 
	 	 
	Per: 	/s/ P. Mast 
	  	Authorized Signatory 
	 
	TRYX VENTURES CORP. 
	 	 
	Per: 	/s/ Alessandra Bordon 
	  	Authorized Signatory 







SCHEDULE A 
ADVANCE NOTICE

(To be executed by the Borrower in order to request an
Advance)

To: Androgas Property S.A. (the “Lender”)

          The
  undersigned, Tryx Ventures Corp. (the “Borrower”) hereby requests
  an advance of $________________of the principal amount of the Credit Facility,
  in accordance with the terms and conditions set forth in the Credit Facility
  Agreement dated October _____, 2005 (the “Agreement”), between the
  Lender and the Borrower and as of the Date of Advance Notice written below.
  All undefined capitalized terms used herein shall have the meanings set out
  in the Agreement.

	Date of Advance Notice: 	 
	Outstanding Amount as of Date of Advance Notice:
    	 
	Remaining Amount to be advanced under 	 
	Credit Facility: 	 



	TRYX VENTURES CORP. 	 
	 	  	 
	Per: 	 	 
	 	Authorized Signatory 	 


The Lender hereby acknowledges receipt of the Advance Notice
and agrees with the amounts set out above as of the Date of Advance Notice.

	ANDROGAS PROPERTY S.A. 	 
	 	  	 
	Per: 	 	 
	 	Authorized Signatory 	 






SCHEDULE B 
CONVERSION NOTICE

(To be executed by the Lender in order to convert any
Outstanding Amount)

TO: Tryx Ventures Corp. (the “Borrower”)

           The
  undersigned hereby irrevocably elects to convert $____________________of the
  Outstanding Amount of the Credit Facility into Units of the Borrower, in accordance
  with the terms and conditions set forth in the Credit Facility Agreement dated
  October ____, 2005 (the “Agreement”), between the Lender and the Borrower
  and as of the Conversion Date written below. All undefined capitalized terms
  used herein shall have the meanings set out in the Agreement.

	Conversion Date: 	 
	Amount of Outstanding Amount to be converted: 	 
	Amount of Outstanding Amount unconverted: 	 
	Number of Units to be issued: 	 
	Number of Conversion Shares to be issued: 	 
	Number of Warrants to be issued: 	 



	ANDROGAS PROPERTY S.A. 	 
	 	  	 
	Per:	 	 
	 	Authorized Signatory 	 


The Borrower hereby acknowledges receipt of the Conversion
Notice and agrees with the amounts as set out above as of the Conversion
Date.

	TRYX VENTURES CORP. 	 
	 	  	 
	Per: 	 	 
	 	Authorized Signatory 	 






SCHEDULE C 

  FORM OF WARRANT




THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
  PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION
  S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
  ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES
  HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
  AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES
  OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT
  TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN 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 ACCORDANCE WITH THE 1933 ACT.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID 

  AT ____________P.M. (VANCOUVER TIME) ON____________________.

SHARE PURCHASE WARRANTS 

  TO PURCHASE COMMON SHARES OF

No. ____ 

TRYX VENTURES CORP.

  (Incorporated in the Province of British Columbia)

THIS IS TO CERTIFY THAT ANDROGAS PROPERTY S.A. (the “Holder”),
  of Castellezgasse 17, A-1020 Wien, Vienna, Austria, has the right to purchase,
  upon and subject to the terms and conditions hereinafter referred to, up
  to _____________fully paid and non-assessable common shares (the “Shares”)
  in the capital of Tryx Ventures Corp. (the “Company”), on or before
  ____________________ (the “Expiry Date”) at a price of US $1.00 per
  Share.

	1.   	 ONE WARRANT AND US$1.00 ARE REQUIRED TO PURCHASE
        ONE SHARE. THIS CERTIFICATE REPRESENTS ___________ WARRANTS. THE WARRANTS
        REPRESENTED BY THIS CERTIFICATE MAY BE EXERCISED IN WHOLE OR IN PART.



	 	 
	2. 	 These Warrants are issued subject to the Terms and Conditions
        attached hereto as Appendix “A” (the “Terms and Conditions”)
        and dated _________________, and the Holder may exercise the right to
        purchase Shares only in accordance with those Terms and Conditions.

	 	 
	3. 	 Nothing contained herein or in the Terms and Conditions
        will confer any right upon the Holder or any other person to subscribe
        for or purchase any Shares at any time subsequent to the Expiry Date,
        and from and after such time, this Warrant and all rights hereunder will
        be void and of no value.



IN WITNESS WHEREOF the Company has caused this Warrant to be
  signed by the undersigned, this _________day of ______________, ___________.

TRYX VENTURES CORP.

	Per: 	 	 
		Authorized Signatory 	 







- 2 -

PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS
  FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:

		“THESE SECURITIES WERE ISSUED IN AN OFFSHORE
      TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
      THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
      UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
      SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR,
      DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
      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 ACCORDANCE
      WITH THE 1933 ACT.” 	 




















APPENDIX “A”

TERMS AND CONDITIONS dated __________________, attached to the
  Warrants issued by Tryx Ventures Corp.

1. INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless there is something in the
  subject matter or context inconsistent therewith:

		(a) 	 “Company” means Tryx Ventures Corp. until
        a successor corporation will have become such as a result of consolidation,
        amalgamation or merger with or into any other corporation or corporations,
        or as a result of the conveyance or transfer of all or substantially all
        of the properties and estates of the Company as an entirety to any other
        corporation and thereafter “Company” will mean such successor
        corporation;

		 	 
		(b) 	 “Company’s Auditors” means an independent
        firm of accountants duly appointed as auditors of the Company;

		 	 
		(c) 	 “Director” means a director of the Company
        for the time being, and reference, without more, to action by the directors
        means action by the directors of the Company as a Board, or whenever duly
        empowered, action by an executive committee of the Board;

		 	 
		(d) 	 “herein”, “hereby” and similar expressions
        refer to these Terms and Conditions as the same may be amended or modified
        from time to time; and the expression “Article” and “Section,”
        followed by a number refer to the specified Article or Section of these
        Terms and Conditions;

		 	 
		(e) 	 “person” means an individual, corporation,
        partnership, trustee or any unincorporated organization and words importing
        persons have a similar meaning;

		 	 
		(f) 	 “shares” means the common shares in the capital
        of the Company as constituted at the date hereof and any shares resulting
        from any subdivision or consolidation of the shares;

		 	 
		(g) 	 “Warrant Holders” or “Holders” means
        the holders of the Warrants; and

		 	 
		(h) 	 “Warrants” means the warrants of the Company
        issued and presently authorized and for the time being outstanding.



1.2 Gender

Words importing the singular number include the plural and vice
  versa and words importing the masculine gender include the feminine and neuter
  genders.

1.3 Interpretation not affected by Headings

The division of these Terms and Conditions into Articles and
  Sections, and the insertion of headings are for convenience of reference only
  and will not affect the construction or interpretation thereof.

1.4 Applicable Law

The Warrants will be construed in accordance with the laws of
  the Province of British Columbia.




- 2 -

2. ISSUE OF WARRANTS

2.1 Additional Warrants

The Company may at any time and from time to time issue additional
  warrants or grant options or similar rights to purchase shares of its capital
  stock.

2.2 Warrant to Rank Pari-Passu

All Warrants and additional warrants, options or similar rights
  to purchase shares from time to time issued or granted by the Company, will
  rank pari-passu whatever may be the actual dates of issue or grant thereof,
  or of the dates of the certificates by which they are evidenced.

2.3 Issue in Substitution for Mutilated Lost, Destroyed or
  Stolen Warrant Certificates

	 	(a) 	 In case a Warrant Certificate becomes mutilated, lost,
        destroyed or stolen, the Company, at its discretion, may issue and deliver
        a new Warrant Certificate of like date and tenor as the one mutilated,
        lost, destroyed or stolen, in exchange for and in place of and upon cancellation
        of such mutilated Warrant Certificate, or in lieu of, and in substitution
        for such lost, destroyed or stolen Warrant Certificate and the substituted
        Warrant Certificate will be entitled to the benefit hereof and rank equally
        in accordance with its terms with all other Warrants issued or to be issued
        by the Company.

	 	 	 
	 	(b) 	 The applicant for the issue of a new Warrant Certificate
        pursuant hereto will bear the cost of the issue thereof and in case of
        loss, destruction or theft furnish to the Company such evidence of ownership
        and of loss, destruction, or theft of the Warrant Certificate so lost,
        destroyed or stolen as will be satisfactory to the Company in its discretion
        and such applicant may also be required to furnish indemnity in amount
        and form satisfactory to the Company in its discretion, and will pay the
        reasonable charges of the Company in connection therewith.



2.4 Warrant Holder Not a Shareholder

The holding of a Warrant will not constitute the Holder thereof
  a shareholder of the Company, nor entitle him to any right or interest in respect
  thereof except as in the Warrant expressly provided.

3. NOTICE

3.1 Notice to Warrant Holders

Any notice required or permitted to be given to the Holders will
  be in writing and may be given by prepaid registered post, electronic facsimile
  transmission or other means of electronic communication capable of producing
  a printed copy to the address of the Holder appearing on the Holder’s Warrant
  or to such other address as any Holder may specify by notice in writing to the
  Company, and any such notice will be deemed to have been given and received
  by the Holder to whom it was addressed if mailed, on the third day following
  the mailing thereof, if by facsimile or other electronic communication, on successful
  transmission, or, if delivered, on delivery; but if at the time or mailing or
  between the time of mailing and the third business day thereafter there is a
  strike, lockout, or other labour disturbance affecting postal service, then
  the notice will not be effectively given until actually delivered.

3.2 Notice to the Company

Any notice required or permitted to be given to the Company will
  be in writing and may be given by prepaid registered post, electronic facsimile
  transmission or other means of electronic communication capable of producing
  a printed copy to the address of the Company set forth below or such other address
  as the Company may specify by notice in writing to the Holder, and any such
  notice will be deemed to have been given and received by the 




- 3 -

Company to whom it was addressed if mailed, on the third day
  following the mailing thereof, if by facsimile or other electronic communication,
  on successful transmission, or, if delivered, on delivery; but if at the time
  or mailing or between the time of mailing and the third business day thereafter
  there is a strike, lockout, or other labour disturbance affecting postal service,
  then the notice will not be effectively given until actually delivered:

		Tryx Ventures Corp. 
		314 – 837 West Hastings Street 
		Vancouver, British Columbia V6C 3N6 
		  
		Attention: The President and Chief Executive Officer 
		  
		Fax No.: 604.642.6411 


4. EXERCISE OF WARRANTS

4.1 Method of Exercise of Warrants

The right to purchase shares conferred by the Warrants may be
  exercised by the Holder surrendering the Warrant Certificate representing same,
  with a duly completed and executed subscription in the form attached hereto
  and a bank draft or certified cheque payable to or to the order of the Company,
  at par, for the purchase price applicable at the time of surrender in respect
  of the shares subscribed for in lawful money of the United States of America,
  to the Company at the address set forth in, or from time to time specified by
  the Company pursuant to, Section 3.2.

4.2 Effect of Exercise of Warrants

		(a) 	 Upon surrender and payment as aforesaid the shares so
        subscribed for will be deemed to have been issued and such person or persons
        will be deemed to have become the Holder or Holders of record of such
        shares on the date of such surrender and payment, and such shares will
        be issued at the subscription price in effect on the date of such surrender
        and payment.

		 	 
		(b) 	 Within ten business days after surrender and payment
        as aforesaid, the Company will forthwith cause to be delivered to the
        person or persons in whose name or names the shares so subscribed for
        are to be issued as specified in such subscription or mailed to him or
        them at his or their respective addresses specified in such subscription,
        a certificate or certificates for the appropriate number of shares not
        exceeding those which the Warrant Holder is entitled to purchase pursuant
        to the Warrant surrendered.



4.3 Subscription for Less Than Entitlement

The Holder of any Warrant may subscribe for and purchase a number
  of shares less than the number which he is entitled to purchase pursuant to
  the surrendered Warrant. In the event of any purchase of a number of common
  shares less than the number which can be purchased pursuant to a Warrant, the
  Holder thereof upon exercise thereof will in addition be entitled to receive
  a new Warrant in respect of the balance of the shares which he was entitled
  to purchase pursuant to the surrendered Warrant and which were not then purchased.

4.4 Warrants for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to receive
  on the exercise or partial exercise thereof a fraction of a common share, such
  right may be exercised in respect of such fraction only in combination with
  another Warrant or other Warrants which in the aggregate entitle the Holder
  to receive a whole number of such common shares.




- 4 -

4.5 Expiration of Warrants

After the expiration of the period within which a Warrant is
  exercisable, all rights thereunder will wholly cease and terminate and such
  Warrant will be void and of no effect.

4.6 Time of Essence Time will be of the essence hereof.
  4.7 Subscription Price

One (1) Warrant and US$1.00 are required to subscribe for each
  Share during the term of the Warrants.

4.8 Adjustment of Exercise Price

		(a) 	 The exercise price and the number of common
        shares deliverable upon the exercise of the Warrants will be subject to
        adjustment in the event and in the manner following:

		 	 	 
			(i) 	 If and whenever the shares at any time outstanding are
        subdivided into a greater or consolidated into a lesser number of shares
        the exercise price will be decreased or increased proportionately as the
        case may be; upon any such subdivision or consolidation the number of
        shares deliverable upon the exercise of the Warrants will be increased
        or decreased proportionately as the case may be.

		 	 	 
			(ii) 	 In case of any capital reorganization or of any reclassification
        of the capital of the Company or in the case of the consolidation, merger
        or amalgamation of the Company with or into any other Company (hereinafter
        collectively referred to as a “Reorganization”), each Warrant
        will after such Reorganization confer the right to purchase the number
        of shares or other securities of the Company (or of the Company’s
        resulting from such Reorganization) which the Warrant Holder would have
        been entitled to upon Reorganization if the Warrant Holder had been a
        shareholder at the time of such Reorganization.

		 	 	 
				 In any such case, if necessary, appropriate adjustments
        will be made in the application of the provisions of this Article Four
        relating to the rights and interest thereafter of the Holders of the Warrants
        so that the provisions of this Article Four will be made applicable as
        nearly as reasonably possible to any shares or other securities deliverable
        after the Reorganization on the exercise of the Warrants.

		 	 	 
				 The subdivision or consolidation of shares at any time
        outstanding into a greater or lesser number of shares (whether with or
        without par value) will not be deemed to be a Reorganization for the purposes
        of this clause 4.8(a)(ii).

		 	 	 
		(b) 	 The adjustments provided for in this Section
        4.8 are cumulative and will become effective immediately after the record
        date or, if no record date is fixed, the effective date of the event which
        results in such adjustments.



4.9 Determination of Adjustments

If any questions will at any time arise with respect to the exercise
  price or any adjustment provided for in Section 4.8, such questions will be
  conclusively determined by the Company’s Auditors, or, if they decline
  to so act any other firm of chartered accountants that the Company may designate
  and who will have access to all appropriate records and such determination will
  be binding upon the Company and the Holders of the Warrants.




- 5 -

5. COVENANTS BY THE COMPANY

5.1 Reservation of Shares

The Company will reserve and there will remain unissued out of
  its authorized capital a sufficient number of shares to satisfy the rights of
  purchase provided for herein and in the Warrants should the Holders of all the
  Warrants from time to time outstanding determine to exercise such rights in
  respect of all shares which they are or may be entitled to purchase pursuant
  thereto and hereto.

6. WAIVER OF CERTAIN RIGHTS

6.1 Immunity of Shareholders, etc.

The Warrant Holder, as part of the consideration for the issue
  of the Warrants, waives and will not have any right, cause of action or remedy
  now or hereafter existing in any jurisdiction against any past, present or future
  incorporator, shareholder, Director or Officer (as such) of the Company for
  the issue of shares pursuant to any Warrant or on any covenant, agreement, representation
  or warranty by the Company herein contained or in the Warrant.

7. MODIFICATION OF TERMS, MERGER, SUCCESSORS

7.1 Modification of Terms and Conditions for Certain Purposes

From time to time the Company may, subject to the provisions
  of these presents, modify the Terms and Conditions hereof, for the purpose of
  correction or rectification of any ambiguities, defective provisions, errors
  or omissions herein.

7.2 Warrants Transferable

The Warrants and all rights attached to them are transferable
  or assignable at the sole discretion of the Warrant Holder, subject to applicable
  securities laws and regulatory requirements. The Company will refuse to register
  and will not otherwise recognize any transfer of the Warrants not made in accordance
  with: (i) the provisions of Regulation S, 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 (ii) the provisions of National Instrument 45-106 (“NI 45-106”)
  adopted by the British Columbia Securities Commission (the “BCSC”)
  pursuant to an exemption from applicable securities legislation.

DATED as of the date first above written in these Terms and Conditions.

	 	TRYX VENTURES CORP. 
	 	  
	 	By: 	 
	 		Authorized Signatory 








FORM OF SUBSCRIPTION

	TO: 	Tryx Ventures Corp. 
	  	314 – 837 West Hastings Street
	  	Vancouver, British Columbia V6C 3N6 


The undersigned Holder of the within Warrants hereby subscribes for ______________
  common shares (the “Shares”) of Tryx Ventures Corp. (the “Company”)
  pursuant to the within Warrants at US$1.00 per Share on the terms specified
  in the said Warrants. This subscription is accompanied by a certified cheque
  or bank draft payable to or to the order of the Company for the whole amount
  of the purchase price of the Shares. 

The undersigned hereby directs that the Shares be registered as follows:  

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	  




(Please print full name in which share certificates are to be issued, stating
whether Mr., Mrs. or Miss is applicable).
DATED this day of ____________________ , 200___. In the presence of:

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder 




Please print below your name and address in full.

	Name (Mr./Mrs./Miss) 	 
	Address 	 
	 	 


INSTRUCTIONS FOR SUBSCRIPTION

The signature to the subscription must correspond in every particular
  with the name written upon the face of the Warrant without alteration or enlargement
  or any change whatever. If there is more than one subscriber, all must sign.

In the case of persons signing by agent or attorney or by personal
  representative(s), the authority of such agent, attorney or representative(s)
  to sign must be proven to the satisfaction of the Company.

If the Warrant certificate and the form of subscription are being
  forwarded by mail, registered mail must be employed.




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AGREEMENTS OF THE WARRANT HOLDER

ARTICLE 1

  REPRESENTATIONS, WARRANTIES AND COVENANTS

1.1 By executing this Subscription, the Warrant Holder hereby
  covenants, represents and warrants to and with the Company that:

	 	(a) 	 the Warrant Holder, is legally competent to execute
        this Subscription, to take all actions required pursuant hereto, and the
        execution and delivery of this Subscription by the Warrant Holder has
        been duly and validly authorized;

	 	 	 
	 	(b) 	 the Warrant Holder is purchasing the Shares as a principal
        (and not as an agent) for investment purposes only with no intention or
        view to reselling or distributing any portion or beneficial interest in
        the Shares; provided, however, that the Warrant Holder may sell or otherwise
        dispose of any of the Shares pursuant to registration of any of the Shares
        pursuant to the United States Securities Act of 1933 (the “1933
        Act”) and any applicable state securities laws or under an exemption
        from such registration requirements and as otherwise provided herein;

	 	 	 
	 	(c) 	 the Warrant Holder is not an underwriter of, or dealer
        in, the common shares of the Company, nor is the Warrant Holder participating,
        pursuant to a contractual agreement or otherwise, in the distribution
        of the Shares;

	 	 	 
	 	(d) 	 the Warrant Holder is familiar with the aims and objectives
        of the Company and is aware of the risk and other characteristics of its
        investment in the Shares;

	 	 	 
	 	(e) 	 the Warrant Holder is not a U.S. person (as defined
        in Rule 902 of Regulation S) and is not exercising the Warrant on behalf
        of a U.S. person;

	 	 	 
	 	(f) 	 the Warrant Holder is an “Accredited Investor”,
        as that term is defined in NI 45-106 adopted by the BCSC, and that the
        Warrant Holder has net assets of at least $5,000,000 as shown on its most
        recently prepared financial statements; and

	 	 	 
	 	(g) 	 the Company is not a reporting issuer in any of the
        Provinces in Canada and therefore the resale of any of the Shares in Canada
        is restricted except pursuant to or exemption from applicable securities
        legislation.



ARTICLE 2

  ACKNOWLEDGEMENTS OF THE WARRANT HOLDER

2.1 The Warrant Holder acknowledges and agrees that:

	 	(a) 	 none of the Shares have been registered under the 1933
        Act, 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
        except in accordance with the provisions of Regulation S, pursuant to
        an effective registration statement under the 1933 Act, or pursuant to
        an exemption from, or in a transaction not subject to, the registration
        requirements of the 1933 Act;

	 	 	 
	 	(b) 	 the Warrant Holder is an “Accredited Investor”,
        as that term is defined in NI 45-106 adopted by the BCSC, and that the
        Warrant Holder has net assets of at least $5,000,000 as shown on its most
        recently prepared financial statements;

	 	 	 
	 	(c) 	 none of the Shares are listed on any stock exchange
        or automated dealer quotation system and no representation has been made
        to the Warrant Holder that any of the Shares will become listed on







 
 - 3 - 

			 any stock exchange or automated dealer quotation
        system, except that currently the common shares of the Company are quoted
        for trading on the NASD Over-the-Counter Bulletin Board;

	 	 	 	 
	 	(d) 	 the decision to execute this Subscription
        and purchase the Shares 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, and such decision is based entirely
        upon a review of information (the receipt of which is hereby acknowledged)
        which has been filed by the Company with the United States Securities
        and Exchange Commission (the “SEC”) and in compliance, or intended
        compliance, with applicable securities legislation. If the Company has
        presented a business plan to the Warrant Holder, the Warrant Holder acknowledges
        that the business plan may not be achieved or be achievable;

	 	 	 	 
	 	(e) 	 the Warrant Holder has been advised by the
        Company that the Warrant Holder should consult its own legal adviser before
        disposing of all or any part of any Shares that may be issued to the Warrant
        Holder pursuant to this Subscription to avoid breach of applicable Legislation;

	 	 	 	 
	 	(f) 	 no person has made to the Warrant Holder any
        written or oral representations:

	 	 	 	 
			(i) 	 that any person will resell or repurchase the Shares;

	 	 	 	 
			(ii) 	 that any person will refund the exercise price for the
        Shares; or

	 	 	 	 
			(iii) 	 as to the future price or value of the Shares;

	 	 	 	 
	 	(g) 	 neither the SEC nor any other securities commission
        or similar regulatory authority has reviewed or passed on the merits of
        the Shares;

	 	 	 	 
	 	(h) 	 the Warrant Holder understands and agrees
        that offers and sales of any of the Shares prior to the expiration of
        the applicable hold period (the “Restricted Period”) shall only
        be made in compliance with the safe harbor provisions set forth in Regulation
        S, pursuant to the registration provisions of the 1933 Act or an exemption
        therefrom, and that all offers and sales after the Restricted Period shall
        be made only in compliance with the registration provisions of the 1933
        Act or an exemption therefrom;

	 	 	 	 
	 	(i) 	 the Warrant Holder understands and agrees
        not to engage in any hedging transactions involving any of the Shares
        unless such transactions are in compliance with the provisions of the
        1933 Act; and

	 	 	 	 
	 	(j) 	 the Warrant Holder acknowledges that it will
        not be acquiring the Shares 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 Shares
        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 Shares; provided, however,
        that the Warrant Holder may sell or otherwise dispose of any of the Shares
        pursuant to registration of any of the Shares pursuant to the 1933 Act
        and any applicable state securities laws or under an exemption from such
        registration requirements; and

	 	 	 	 
	 	(k) 	 the Warrant Holder is acquiring the Shares
        pursuant to an exemption from the registration and prospectus requirements
        of the securities legislation (the “Legislation”) in all jurisdictions
        relevant to this Subscription. As a consequence, the Warrant Holder acknowledges
        and agrees that:

	 	 	 	 
			(i) 	 the Warrant Holder will not be entitled to use most
        of the civil remedies available under the Legislation;

	 	 	 	 
			(ii) 	 the Warrant Holder will not receive information that
        would otherwise be required to be provided to him or her pursuant to the
        Legislation;








- 4 -

	 	 	(iii) 	 prior to issuing any Shares to the Warrant Holder, the
        Company may require the Warrant Holder to complete, sign and return to
        the Company as soon as possible, on request by the Company, any such documents,
        questionnaires, notices and undertakings as the Company may in its sole
        discretion deem appropriate to ensure compliance with applicable law,
        and with the rules and policies of the relevant regulatory authorities
        and stock exchanges; and

	 	 	 	 
	 	 	(iv) 	 the issuance and sale of the Shares to the Warrant Holder
        will not be completed if it would be unlawful.



ARTICLE 3

  LEGENDING OF SUBJECT SECURITIES

3.1 The Warrant Holder hereby acknowledges that that upon the
  issuance thereof, and until such time as the same is no longer required, the
  certificates representing any of the Shares will bear such legend(s) as shall
  be required under applicable securities laws and regulations.