Greenlite Ventures Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






CARBON OFFSET MARKETING AGREEMENT

This Carbon Offset Marketing Agreement (the “Agreement”) is
dated for reference the 14th day of August, 2010 (the “Effective
Date”).

BETWEEN:

	 	UNITED NATURE INC., a Panama
      corporation having its head office 	 
	 	at Calle Alberto Navarro, Edif Raphin, piso 3,
      El Cangrejo, Panama, 	 
	 	PO Box 0823-05980 Republic of Panama 	 
	 	  	 
	 	(the “Company”) 	 


OF THE FIRST PART

AND:

	 	GREENLITE VENTURES INC., a Nevada
      corporation having its head 	 
	 	office at 810 Peace Portal Drive, Suite 201,
      Blaine, WA 	 
	 	  	 
	 	(the “Distributor”) 	 


OF THE SECOND PART

WHEREAS:

A. The Company is engaged in the business of reforestation of
previously deforested land in the Republic of Panama and owns and manages teak
plantations that produce Carbon Offsets by sequestration of CO2; and

B. The Distributor wishes to acquire the exclusive rights to
market and distribute the Carbon Offsets generated by the teak plantations owned
or managed by the Company on the terms and conditions contained herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:

	1. 	DEFINITIONS 
	  	
       

	(a) 	
      “Aggregator” means any entity that collects, combines,
      completes the administrative work and brokers the Carbon Offsets.
  

	  	
       

	(b) 	
      “Annex I/B County” means Countries listed in Annex I of
      the UN Framework Convention on Climate Change (UNFCCC) are developed
      countries expected to take the lead in responding to climate change and
      Annex I/B countries are all but two of the Annex I countries that are also
      listed in Annex B of the Kyoto Protocol and have agreed to a target for
      their greenhouse gas emissions. 

	  	
       

	(c) 	
      “Cap and Trade” means a system for controlling emissions
      of environmental pollutants, whereby overall emissions are capped, but
      actors covered can allocate emissions rights by trading. 

	  	
       

	(d) 	
      “Carbon Offset” means a unit of GHG emissions reduction
      equal to one ton carbon dioxide equivalent (CO2e) in one part of the world
      that offsets an equivalent amount of GHG emissions in another part of the
      world. 

	  	
       

	(e) 	
      “Carbon Offset Market” means a type of commodity market
      in which certified or verified Carbon Offsets are sold to emitters of
      greenhouse gases by projects that are generating emissions reductions.
    

	  	
       

	(f) 	
      “Carbon Offset Plan” means the Distributor’s plan to sign
      up plantations in Panama to sell Carbon Offsets.








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	(g) 	
      “Carbon Offset Project” means a project that reduces the
      rate of global GHG accumulation by generating additional emissions
      reductions or increasing the rate of removal of greenhouse gases from the
      atmosphere. More specifically, Carbon Offsets generated by Land Use, Land
      Use Change and Forestry.

	 	 
	(h) 	
      “Carbon Sinks” means locations that absorb and store
      carbon dioxide.

	 	 
	(i) 	
      “Certified Emissions Reduction (CER)” means climate
      credits (or carbon credits) issued by the Clean Development Mechanism
      (CDM) Executive Board for emission reductions achieved by CDM projects and
      verified by a DOE under the rules of the Kyoto Protocol. CERs can be used
      by Annex 1 countries in order to comply with their emission limitation
      targets or by operators of installations covered by the European Union
      Emission Trading Scheme (EU ETS) in order to comply with their obligations
      to surrender EU Allowances, CERs or Emission Reduction Units (ERUs) for
      the CO2 emissions of their installations. CERs can be held by governmental
      and private entities on electronic accounts.

	 	 
	(j) 	
      “Clean Development Mechanism (CDM),” means a
      project-based flexible mechanism whereby Annex I/B countries can purchase
      carbon credits from projects in non-Annex I/B countries, if the project
      developers can demonstrate that the projects will generate additional
      emissions reductions and contribute to clean and sustainable development
      in the host countries.

	 	 
	(k) 	
      “CDM Executive Board (EB)” means International authority
      which supervises the registration of CDM projects and CDM-related
      procedures.

	 	 
	(l) 	
      “Company Carbon Offsets” means Carbon Offsets generated
      by the Company Plantations.

	 	 
	(m) 	
      “Company Plantations” means the Teak Plantations in
      Panama owned by the Company which at date of this Agreement cover
      approximately _____hectares as more particularly set out in Schedule A
      attached hereto.

	 	 
	(n) 	
      “Designated Operational Entity (DOE)” means a private
      firm with experience in audit, monitoring, evaluation and verification
      that has been accredited by the CDM Executive Board (EB) as a competent
      project evaluator which is qualified to prepare validation and
      verification reports for CDM projects.

	 	 
	(o) 	
      “Emissions Reduction” means either the absolute reduction
      in the level of future human-induced GHG emissions below the level of
      emissions in a selected period in the past, or a reduction in the level of
      future GHG emissions below the level of emissions that would result from a
      continuation of current trends.

	 	 
	(p) 	
      “Greenhouse Gases (GHG)” means gases that form a thick
      blanket in the earth's upper atmosphere and absorb radiation emitted by
      the earth’s surface and by clouds (infrared radiation), trapping part of
      the absorbed energy, which, in turn, warms the planetary
surface.

	 	 
	(q) 	
      “Land Use, Land Use Change and Forestry (LULUCF)” means
      activities that can mitigate climate change by sequestering carbon and
      creating Carbon Sinks.

	 	 
	(r) 	
      “Managed Plantations” means the plantations managed by
      the Company in Panama which as of the date of this Agreement cover
      approximately _____hectares as more particularly set out in Schedule B
      attached hereto.

	 	 
	(s) 	
      “Managed Plantation Carbon Offsets” means the Carbon
      Offsets generated by the Managed Plantations.”

	 	 
	(t) 	
      “Non-Annex I/B Country” means Countries not listed in
      Annex I to the UNFCCC not in Annex B of the Kyoto Protocol, generally
      developing countries.

	 	 
	(u) 	
      "Securities Act" means the United States Securities Act
      of 1933, as amended.

	 	 
	(v) 	
      “Sequestration” means natural process whereby carbon
      dioxide is removed from the atmosphere by new growth vegetation and stored
      (sequestered) in above- and below-ground biomass and soil
  biota.







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	(w) 	
      “Teak” means a type of tropical hardwood tree.

	 	 
	(x) 	
      “Transaction Costs” means costs involved in preparing
      Carbon Offsets for market sale.

	 	 
	(y) 	
      “Verified Emission Reduction (VER)” means one ton of GHG
      emission reductions expressed in carbon dioxide equivalent units
      reduced—hence CO2 emission reductions, or VERs. VERs are usually traded in
      increments of tons. VERs are verified by a verifier that is certified by a
      Carbon Offset standard, exchange or both.

	 	 
	(z) 	
      “Voluntary Offset Market” means a commodity market for
      trading credits certified Carbon Offsets (CER), verified Carbon Offsets
      (VER) or any other credit type generated by Carbon Offset
  projects.



2.         
GRANT OF DISTRIBUTION RIGHTS

2.1.       The Company hereby
grants to the Distributor the exclusive rights to market and sell all Company
Offsets;

2.2.       The Company agrees to
use its best efforts to have the Owners of the Managed Plantations grant
distribution rights for the Managed Plantation Offsets to the Distributor.

2.3.       The Distributor will
have the Company Carbon Offsets and Managed Plantation Carbon Offsets certified
or verified, to the extent necessary to sell the Company Carbon Offsets and
Managed Plantation Carbon Offsets, by such certifier or verifier the Distributor
may choose;

2.4.       The Distributor may
subject the Carbon Offsets to multiple certifications or verifications to
conform with changing industry standards or to change to different platforms
that exchange Carbon Offsets;

2.5.       The Carbon Offsets
will be created by Land Use, Land Use Change and Forestry (LULUCF);

2.6.       The Distributor will
retain exclusive distribution rights to any Carbon Offsets created either
directly or indirectly by Company Plantations;

2.7.       The Company agrees
assist in any verification or certification process initiated by the Distributor
and comply with any tests to:

	 	i. 	
      register the Carbon Offset Project;

	 	 	 
	 	ii. 	
      register the Distributor as the Carbon Offset Project’s
      Aggregator; and

	 	 	 
	 	iii. 	
      verify/certify Company Carbon
Offsets.



2.8.       If for any reason the
Carbon Offset production exceeds the threshold which allows for an Aggregator,
the Company agrees to enter into an agency or partnership agreement that will
permit the sharing of proceeds on the terms set out in Section 3 below from the
sale of Carbon Offsets.

3.      
   OFFSET PRICES AND PAYMENT

3.1.       The Distributor will
set the price of Company Carbon Offsets and Managed Plantation Carbon Offsets
for private sales on the Internet;

3.2.       The price of Project
Carbon traded on the Chicago Climate Exchange or through another VER exchange
will be determined by the market price of VERs;

3.3.       The price of Company
Carbon Offsets and Managed Plantation Carbon Offsets traded through the CDM will
be determined by the market value of CERs;




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3.4.       Proceeds from the
sales of Company Carbon Offsets and Managed Plantation Carbon Offsets will be
split 50/50 after deduction of Transaction Costs incurred by the Distributor to
have the Company Carbon Offsets and Managed Plantation Carbon Offsets certified
by a credible certified verifier;

3.5.       For each of the
Distributor’s fiscal quarters occurring wholly or partly during the term of this
Agreement, the Distributor shall within sixty (60) days after the end of each
such fiscal quarter, deliver to the Company its share of the proceeds from the
sales of Carbon Offsets generated in accordance with Sections 3.4 and 6.2.

3.6.       Proceeds will only be
disbursed after all Transaction Costs are deducted;

3.7.       The proceeds from the
sale of Carbon Offsets may be subject to different Transaction Costs depending
on the means used by the Distributor to facilitate the sales of Carbon
Offsets.

4.         
ISSUANCE OF SHARES

4.1.       Upon execution of this
Agreement Distributor shall issue 3,000,000 shares of the Distributor’s common
stock (the “Shares”) to the Company. The Shares will be released to the Company
on the following basis:

	 	i. 	
      500,000 Shares on execution of this Agreement;

	 	 	 
	 	ii. 	
      500,000 Shares upon the first anniversary of the
      Effective Date;

	 	 	 
	 	iii. 	
      500,000 Shares upon the second anniversary of the
      Effective Date;

	 	 	 
	 	iv. 	
      500,000 Shares upon the third anniversary of the
      Effective Date;

	 	 	 
	 	v. 	
      500,000 Shares upon the fourth anniversary of the
      Effective Date; and

	 	 	 
	 	vi. 	
      500,000 Shares upon the fifth anniversary of the
      Effective Date.



4.2.       The Company is not a
“U.S. Person” as defined by Regulation S of the Securities Act and is not
acquiring the Distributor’s Shares for the account or benefit of such a U.S.
Person.

4.3.       The Company represents
and warrants to the Distributor that it is acquiring the Shares for investment
purposes only, with no present intention of dividing its interest with others or
reselling or otherwise disposing of any or all of the Shares.

4.4.       The Company was not in
the United States at the time the offer to acquire the Shares was received. 

4.5.       The Company
acknowledges that the Shares are “restricted securities” within the meaning of
the Securities Act and will be issued to the Company in accordance with
Regulation S of the Securities Act. Any certificates representing the Shares
will be endorsed with a legend in accordance with Regulation S of the Securities
Act substantially as follows:


	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
      AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
      PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
      SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
      THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
      REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      ACT”. 








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5.          
RECRUITMENT 

5.1.        The Company will
assist the Distributor in signing up plantations within the Republic of Panama
not owned or managed by them (the “Other Plantations). In such a case the
Distributor and the Company will share net proceeds on the same basis as
proceeds from the sale of Carbon Offsets from the Managed Plantations;

6.         
MARKETING OF CARBON OFFSETS

6.1.        The Distributor
shall have exclusive, unfettered discretion to market and sell the Company’s
Carbon Offsets in a manner in which the Distributor sees most practical for both
the Company and the Distributor;

6.2.        The Distributor
has the right to market and sell such Carbon Offsets via any of the
following:

	 	i. 	
      direct sales to consumers through the Internet;

	 	 	 
	 	ii. 	
      private sales to producers of GHGs.

	 	 	 
	 	iii. 	
      sales facilitated through a Voluntary Offset
    Market;

	 	 	 
	 	iv. 	
      sales facilitated through the Clean Development
      Mechanism; or

	 	 	 
	 	v. 	
      such other Carbon Offset trading mechanisms as the
      Distributor deems appropriate.



6.3.        To the extent
that the Distributor shall obtain marketing rights to Carbon Offsets from
Managed Plantations and Other Plantations the Distributor shall in its sole
discretion determine the order in which the Company Carbon Offsets, Managed
Plantation Carbon Offsets and such other Carbon Offsets shall be sold having
regard to such factors as the date on which it contracted to market the Carbon
Offsets, the timing of verification or certification and the timing of any FSC
certifications for such Plantations and the requirements of the proposed
marketing channel for the Carbon Offsets;

6.4.        The Distributor
may in it’s discretion hire a sub-distributor to assist in facilitating the
exchange of the Company’s Carbon Offsets either online or through an organized
exchange;

7.         
ADDITIONAL COVENANTS OF THE DISTRIBUTOR

7.1.        The Distributor
makes no warranty as to the market value of the Carbon Offsets created by the
Company;

7.2.        The Distributor
in no way guarantees that:

	 	i. 	
      the project is eligible for any registration as a
      producer of Carbon Offsets;

	 	 	 
	 	ii. 	
      that any revenues will result from the sale of Carbon
      Offsets; and

	 	 	 
	 	iii. 	
      that the Distributor will be eligible to act as an
      Aggregator, or an Agent of the Company for selling Carbon Offsets on a
      Registered Exchange.



7.3.        The Distributor
will throughout the term of this Agreement establish and maintain suitable sales
systems to sell the Carbon Offsets; and comply with all applicable laws and
regulations regarding the sale of Carbon Offsets, including all international
trade laws.

8.          
ADDITIONAL COVENANTS OF THE COMPANY

8.1.        The Company will
be responsible to obtain and maintain its FSC certification;

8.2.        The Company will
during the term of this Agreement:




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	 	i. 	
      provide the Distributor with such information as the
      Distributor reasonably requests in order to assist the Distributor in the
      preparation of sales promotional material and shall provide the
      Distributor with its promotional materials in order to facilitate
      advertising of the Carbon Offsets;

	 	 	 
	 	ii. 	
      provide assistance to any and all persons required to
      enter the Company’s plantations to inspect for certification and
      verification purposes; and

	 	 	 
	 	iii. 	
      permit the Distributor to hold itself out as the
      authorized distributor of the Company Carbon
Offsets.



9.         
TERM AND TERMINATION

9.1.        The term of this
Agreement (the “Term”) commences on the Effective Date of this Agreement and
will continue for ten (10) years renewable at the option of the Distributor for
an additional ten (10) years at the end of the first ten (10) year term in
accordance with the provisions of this Agreement. In the event that the Term
continues until twenty (20) years from the Effective Date, the term of this
Agreement may only be extended by a written agreement between the Company and
the Distributor for the subsequent term.

9.2.        If the
Distributor is unable to produce cumulative proceeds to the Company of $100,000
USD by the fifth anniversary or the Effective Date, the Company may grant
non-exclusive distribution rights to other Carbon Offset Marketers for the
remainder of the Term.

9.3.        If the Company
grants non-exclusive distribution rights to other carbon offset marketers
pursuant to Section 9.2 of this agreement, the Company must return 50% of all
securities issued under Section 4.1 to the Distributor.

9.4.        The Company
shall not in any circumstances intentionally breach this Agreement. If it is
found that the Company intentionally breached this contract in order to grant
similar rights to a third party, the Distributor shall be entitled to 50% of all
revenues (less Transaction Costs) from the sale of Carbon Offsets generated by
the Company until June 30, 2030.

9.5.        Each of the
Distributor and the Company shall have the right to terminate this Agreement
upon the occurrence of any of the following events, such termination to be
effective immediately upon the receipt of or deemed receipt by the other party
of notice to that effect and the expiry of any applicable period for remedy of
the default:

	 	i. 	
      if a party is in default of any of the provisions, terms
      or conditions herein contained and shall fail to remedy such default
      within sixty (60) days of written notice thereof from the other party,
      provided that if the default is the non-payment of any monetary amount,
      the defaulting party will have a period of thirty (30) days from receipt
      of notice in which to remedy the default;

	 	 	 
	 	ii. 	
      the other party becomes bankrupt or insolvent, makes an
      assignment for the benefit of it’s creditors or attempts to avail itself
      of any applicable statute relating to insolvent debtors;

	 	 	 
	 	iii. 	
      if the other party winds-up, dissolves, liquidates or
      takes steps to do so or otherwise ceases to function as a going concern or
      is prevented from reasonably performing its duties hereunder; or

	 	 	 
	 	iv. 	
      if a receiver or other custodian (interim or permanent)
      of any of the assets of the other party is appointed by private instrument
      or by court order or if any execution or other similar process of any
      court becomes enforceable against the other party or it’s assets or if
      distress is made against the other party’s assets or any part
    thereof.




	9.6.       
      Upon termination of this Agreement for any reason whatsoever, the
      following shall apply:
	 	 	 
		i. 	
      those rights and obligations of each of the Company and
      the Distributor which are expressly stated to survive termination of the
      Agreement will survive termination and will continue in full force and
      effect;







-7-

	 	ii. 	
      all rights and privileges granted by the Company to the
      Distributor pursuant to this Agreement, including rights to market,
      distribute, and sell Company Carbon Offsets, will immediately terminate
      and be relinquished by the Distributor, and thereafter the Distributor
      shall take no action that would make it appear to the public that the
      Distributor is still supplying Carbon Offsets from the Company;

	 	 	 
	 	iii. 	
      the Distributor shall return to the Company all
      advertising, informational, or technical information given to the
      Distributor by the Company;

	 	 	 
	 	iv. 	
      the Distributor shall refrain from holding itself out as
      an authorized distributor of the Company’s Carbon Offsets;

	 	 	 
	 	v. 	
      the Distributor will retain in confidence all information
      regarding the business and products of the Company and the Carbon offsets;
      and

	 	 	 
	 	vi. 	
      all sub-distributorship agreements entered into by the
      Distributor will terminate.



The provisions of Section 9.4 shall survive the termination of
this Agreement.

10.         
RECORDS AND AUDIT

10.1.        The Distributor
shall keep and maintain during the currency of this Agreement, such full and
accurate records (including books of account) as are necessary to determine the
amounts payable hereunder 

10.2.        The Distributor
shall permit a member of the American Institute of Public Accountants designated
by the Company during normal business hours and upon reasonable notice to have
full access to such records, to audit them, and to make copies of the solely for
the purpose of verifying the accuracy thereof. The Company shall bear all costs
of such examination unless such examination reveals material misstatement or
mispayment for the amount owing by the Distributor to the Company of 5% or more,
in which event the Distributor shall bear all costs of such examination, and
Distributor agrees to promptly reimburse the Company for such costs;

If any such inspection reveals a shortfall in the proceeds
payable to the Company, hereunder then the Distributor shall forthwith pay the
full amount of such shortfall, to the Company; and

10.3.        For each of the
Distributor’s fiscal quarters occurring wholly or partly during the term of this
Agreement, the Distributor shall within sixty (60) days after the end of each
such fiscal year, deliver to the Company an accounting of the proceeds of the
sale of Company Carbon Offsets under this Agreement and a copy of the
Distributor’s financial statements for such fiscal quarter.

11.         
ASSIGNMENT

11.1.        Except as
permitted by Section 6 of this Agreement, the rights granted by this Agreement
may not be sold, assigned, sub-licensed or otherwise transferred by the
Distributor without the prior written consent of the Company, which consent
shall not be unreasonably withheld.

12.         
CONFIDENTIALITY

12.1.        Where used in
this Agreement, "Confidential Information" means all knowledge, information,
techniques, methods, processes, know how, business projections, and intellectual
property (whether or not reduced to writing; whether or not subject to
proprietary protection at law; and whether or not the information is already in
the public domain) in any way concerning or relating to the Carbon Offset
Project which in any way and at any time or times has been or may be
communicated to, acquired by, or learned of by the Company in the course of or
as a direct or indirect result of the Company’s access to information concerning
the Carbon Offset Project or the Carbon Offset Plan provided by the Distributor.
The Company specifically acknowledges and agrees in this Agreement,
"Confidential Information" includes information, which may be in the public
domain in some form but shall be considered confidential herein due to its
method of presentation as part and parcel of a system developed by the Company
utilizing the Carbon Offset Project and the Carbon Offset Plans;




-8-

12.2.        The Company
acknowledges that the success, profitability and competitive position of the
Distributor requires that strict confidentiality be maintained at all times with
respect to all Confidential Information, and that any breach of such
confidentiality is capable of causing substantial damage to the Distributor.
Accordingly, the Company covenants and agrees with the Company that:

	 	i. 	
      the Company shall at all times hereafter keep all
      Confidential Information in the strictest confidence;

	 	 	 	 
	 	ii. 	
      the Company shall hold all Confidential Information in
      trust for the Distributor; and

	 	 	 	 
	 	iii. 	
      the Company shall not at any time hereafter directly,
      indirectly or in any other manner:

	 	 	 	 
	 		a. 	
      publish or in any way participate or assist in the
      publishing of any Confidential Information;

	 	 	 	 
	 		b. 	
      utilize any Confidential Information, except only as may
      be required for and in the course of any provision of consulting services
      to the Distributor; or

	 	 	 	 
	 		c. 	
      disclose or assist in the disclosure of any Confidential
      Information to any person, firm, corporation or other entity
      whatsoever.



The provisions of this Section 12.2 shall not apply to any
Confidential Information which the Distributor expressly permits the disclosure
of, provided that the disclosure is made in compliance with any conditions
imposed in connection with the permission of such disclosure.

13.         
MISCELLANEOUS PROVISIONS

13.1.        Entire
Agreement. This Agreement constitutes the entire agreement between the parties
with respect to all matters herein contained, and its execution has not been
induced by, nor do any of the parties hereto rely upon or regard as material,
any representations or writings whatsoever not incorporated herein and made a
part hereof. This Agreement shall not be amended, altered or qualified except by
an instrument in writing, signed by all parties hereto and any amendments,
alterations or qualifications hereof shall not be binding upon or affect the
rights of any party who has not given its consent in writing.

13.2.        Interpretation.
The division of this Agreement into articles and sections is for convenience and
reference only and shall not affect the interpretation of construction of the
Agreement.

13.3.        Severability.
In the event that any of the covenants herein shall be held unenforceable or
declared invalid for any reason whatsoever, such unenforceability or invalidity
shall not affect the enforceability or validity of any remaining provisions of
the Agreement and such unenforceable or invalid portion shall be severable from
the remainder of this Agreement.

13.4.        Force Majeure.
In the event of an inability or failure of the Company to produce Carbon Offsets
herein by reason of any fire, explosion, war, riot, strike, walk-out, labor
controversy, flood, shortage of water, power, labor transportation facilities or
necessary materials or supplies, default or power failure of carriers, breakdown
in or the loss production or anticipated production from plant or equipment, act
of God or public enemy, any law, act or order of any court, board, government or
other authority of competent jurisdiction, or any other direct cause (whether or
not of the same character as the foregoing) beyond the reasonable control of the
company, then the Company shall not be liable to the Distributor and will ne be
deemed to be in default during the period and to the extent of such inability or
failure.

13.5.        Notices. All
notices, requests, demands, or communications made pursuant to the terms hereof
or required or permitted to be given by one party to another shall be given in
writing by personal delivery or by registered mail, postage prepaid, addressed
to such other party or delivered to such other party as follows:




-9-

	to the Company at: 	UNITED NATURE INC. 
	  	Calle Alberto Navarro, 
	  	Edif Raphin, piso 3 
	  	El Cangrejo, Panama 
	  	PO Box 0823-05980 
	  	Republic of Panama 
	  	Email: robert@unitednature.com 
	  	Fax: 
	  	  
	  	  
	to the Distributor at: 	GREENLITE VENTURES INC. 
	  	810 Peace Portal Drive, 
	  	Suite 201, Blaine, WA 98230 
	  	Email: howardthomson@hotmail.com 
	  	Fax: 360-230-2302 


or to such other address as may be given by any of them to the
other from time to time and such notices, requests, demands or other
communications shall be deemed to have been received when delivered, or, if
mailed, ten (10) business days following the date of mailing thereof, provided
that if any such notice, request, demand or other communication shall have been
mailed in regular mail service shall be interrupted by strikes or other
irregularities, such notices, requests, demands, or other communications shall
be deemed to have been received ten (10) business days after the day following
the resumption of normal mail service.

13.6.        Time of the
Essence. Time shall not be of the essence. 

13.7.        Further
Assurances. The parties agree to sign such other instruments, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise the vote
and influence, do and perform and cause to be done and performed, such further
and other acts and things as may be necessary or desirable in order to give full
effect to this Agreement.

13.8.        Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.

13.9.        Non-Waiver. No
waiver by any party of any breach by any other party of any of its covenants,
obligations and agreements hereunder shall be a waiver of any subsequent breach
of any other covenant, obligation or agreement, nor shall any forbearance to
seek a remedy for any breach be a waiver of any rights and remedies with respect
to such or any subsequent breach.

13.10.       Governing Law.
This contract will be governed by and construed in accordance with the laws of
the State of Nevada, and the laws of the United States of America applicable
therein any court of competent jurisdiction in the United States of America
shall have jurisdiction to adjudicate any matter arising out of this
Agreement.

13.11.       This Agreement
may be executed in one or more counterparts, each of which so executed shall
constitute an original and all of which together shall constitute one and the
same agreement.




-10-

IN WITNESS WHEREOF the parties hereto have executed this
Agreement and as of the date first above written.

UNITED NATURE INC. by its authorized signatory

/s/ Robert
Kroesen                                 

Signature of Authorized Signatory

Robert
Kroesen                                      

Name of Authorized Signatory

Managing
Director                               

Position of Authorized Signatory

GREENLITE VENTURES INC. by its authorized signatory

/s/ Howard
Thomson                          

Signature of Authorized Signatory

Howard
Thomson                               

Name of Authorized Signatory

President                                             

Position of Authorized Signatory




SCHEDULE A
To the Carbon Offset Marketing Agreement between
United Nature Inc. and Greenlite Ventures Inc. dated the 14th day of August,
2010

COMPANY PLANTATIONS




SCHEDULE B
To the Carbon Offset Marketing Agreement between
United Nature Inc. and Greenlite Ventures Inc. dated the 14th day of August,
2010

MANAGED PLANTATIONS