Mantra Venture Group Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






	Green Baron Ventures Inc. 
	19248 Cheyenne St. 
	Northridge, CA 91326 
	(818)923-5302 


THIS SERVICE AGREEMENT is entered into on 08/22/14
(herein the "Effective Date") between Green Baron Ventures Inc.
and Mantra Venture Group, Ltd. for shareholder awareness services related to
Mantra Venture Group, Ltd. (OTCQB: MVTG). Herein, Mantra Venture Group, Ltd. may
be referred to as "CLIENT' or "MVTG". 

A. Green Baron Ventures Inc. provides consulting
and marketing services in connection with CLIENT's ongoing business activities.


B. CLIENT employs the services of Green Baron Ventures Inc.
to provide consulting and marketing services, as defined below, and Green
Baron Ventures Inc. to provide such services to CLIENT. 

NOW, THEREFORE, for the mutual promises,
representations, warranties and covenants contained herein, the parties agree as
follows: 

AGREEMENT 

1. Consulting and Marketing Services. Green Baron Ventures
Inc. shall provide the following services throughout the term of this
Agreement (collectively the "Consulting and Marketing Services"): 

1.1 Corporate consulting and promotion including, but
not limited to, e-mail database distribution and audio-taped webcast interviews
available at www.thegreenbaron.com Green Baron Ventures will
work with CLIENT to build a database of interested investors and provide that
list to the Company. 

1.2 Green Baron Ventures plans to upgrade Mantra
Venture Group, Ltd. (OTCQB: MVTG) and introduce to its members in The Green
Baron Report as a Green Baron "Stock Pick", its strongest and most aggressively
supported level of stock coverage. The newly written and updated detailed
profile will be the equivalent of 8 to 15 pages in length. The estimated date of
release of this report is expected on or before Monday, September 8, 2014. The
profile will focus on the positive developments of the Company, and will be
emailed to all opt in members in Green Baron Ventures databases. Green
Baron Ventures will provide a draft copy to Client for review and editing
prior to dissemination. 

1.3 The Green Baron Report will update its members on
newsworthy developments of MVTG through email distributions to its members and
updates in the marquee on the website for a period that will last at least three
(3) months from the date of the initial profile. 

1.4 The Green Baron Report will offer to conduct a
minimum of two (2) edited, audio-taped webcast interviews with a senior director
or representative of MVTG at time to be determined. The webcast interviews are
typically about 10 to 20 minutes in length, and it is preferable that the
interviews are conducted with the CEO, President, Chairman, or founder. Green
Baron Ventures will provide a list of suggested webcast interview questions
prior to the interview. 

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1.5 Green Baron Ventures will furnish the CLIENT or
Public Relations representative associated with CLIENT a suggested press release
to announce details of each webcast for the Company to release. Green Baron
Ventures will also alert it's opted in members of The Green Baron Report of
each webcast through a separate email and on the marquee of its website(s). 

1.6 The Green Baron Report started a "Text Alert" service in
the past two years to communicate new stock ideas to opt in subscribers of the
text service via text messages. Although Green Baron Ventures,
Inc. may charge additional compensation for this service in the future, it
will not charge CLIENT for this service during the term of this agreement and is
included in our Compensation. 

1.7 Staff at Green Baron Ventures Inc. has significant
experience constructing and writing press releases based on factual information
presented from the CLIENT. Green Baron Ventures offers to help the
Company write press releases during the term of this Agreement limited to four
edited versions. Green Baron Ventures does not pay for or submit the
press releases for distribution through a news service. 

2. Green Baron Ventures Inc. may disseminate a corporate
profile of CLIENT's corporation and operational practices to potential
shareholders, the investment community, including, but not limited to The Green
Baron Investors Society database and The Green Baron Report  database. 

2.1 For the period commencing upon the date of this agreement
report and continuing for a period of at least 90 days (herein "Marketing and
Consulting Term") from the release date of email referencing MVTG to its
databases and posting on TheGreenBaron.com website. Green Baron Ventures
Inc. shall render Consulting and Marketing Services, as directed, verbally
or in writing, to CLIENT in connection with said CLIENT's business. 

2.2 During the term of this Agreement Green Baron Ventures
Inc. has no and shall not assert any ownership interest to the business
names or trademarks of CLIENT. 

3. Nondisclosure. 

3.1 Green Baron Ventures Inc. covenants and agrees to
use any Confidential Information, as described below, released to Green Baron
Ventures Inc. from client solely for the purpose of performing its
consulting services hereunder. Green Baron Ventures Inc.
covenants and agrees not to use the Confidential Information for any
competitive purpose or in any manner that may damage Client and shall protect
the disclosed Confidential Information by using the same degree of care, but no
less than a reasonable degree of care, to prevent unauthorized use,
dissemination, or publication as Green Baron Ventures Inc. uses to
protect its own proprietary confidential information. This covenant not to
disclose Confidential Information shall be effective during and for one (1) year
after the termination of this Agreement. 

3.2 "Confidential Information" shall include any information
transferred from Client to Green Baron Ventures Inc. in connection with
its Consulting and Marketing Services, in written form, in code or
electronically including any information concerning technical data, processes,
and procedures, design specifications, database infrastructure, business models,
market strategies, software and firmware, trade secrets or know-how. 

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3.3 Confidential Information does not include information that:

3.3.1 Green Baron Ventures Inc. can prove was in its
possession at the time of the disclosure by the disclosing party, or 

3.3.2 is currently, or becomes publicly known through no fault
of Green Baron Ventures Inc., or 

3.3.3 is received from a third party without similar
restrictions and without breach of this Agreement, or 

3.3.4 is approved for release by written authorization of
client subsequent to this Agreement, or 

3.3.5 is independently developed by Green Baron Ventures
Inc. without the use of any Confidential Information. 

4. Compensation. Green Baron Ventures Inc. shall
receive as compensation for its Consulting and Marketing Services the following:

4.1 Cash portion: It is agreed that Green Baron Ventures
Inc. will receive a total of three thousand five hundred dollars (U.S.
$3,500) for services listed in this agreement to be paid before any profile is
written or disseminated to opt in databases. See wire instructions below for
cash delivery: 

Wire Instructions for cash: 

	Bank: U.S. Bank 
	Branch: 101 E. First St. Dixon, Illinois, 61021 
	Bank Phone: (815) 288-3315 
	Account Title: Green Baron Ventures Inc. 
	313 Landings Blvd. 
	Greenacres, FL 33413 
	ASA/Routing Number: 071904779 
	Account Number: 199355798703 
	SWIFT: USBKUS441MT 


4.2 Stock portion: It is agreed that Green Baron Ventures
Inc. will also receive a total of twelve thousand (12,000) restricted 144
common shares of Mantra Venture Group, Ltd. (OTCQB: MVTG) for services listed in
this agreement. Client will be responsible for all fees related to clearing the
shares including an opinion letter or other legal costs that may occur to clear
the shares at a brokerage firm. Green Baron Ventures Inc. is responsible
for paying brokerage commissions and other costs to liquidate shares. 

A share certificate for the entire number of shares must be
issued and received prior to release of the initial profile on MVTG to Green
Baron databases. Shares are deemed completely earned as of the Date of this
Agreement. Green Baron Ventures Inc. tax ID is 30-0122840. 

Please express mail certificate titled to Green Baron Ventures
Inc. to: 

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5. Termination. Either party prior to the expiration of
the Consulting and Marketing Term may terminate this Agreement as follows: 

5.1 Immediately at anytime so long at it is by mutual written
consent of both parties. 

6. Relationship of the Parties. Green Baron Ventures
Inc. shall be an independent contractor and not an employee or agent of
CLIENT or CLIENT's Company. Nothing herein contained, or otherwise, shall be
deemed to place or is intended to have the effect of rendering Green Baron
Ventures Inc. in a relationship with CLIENT or CLIENT's Company as one
other than an independent contractor, and for no purpose shall CLIENT or
CLIENT's Company and Green Baron Ventures Inc. be deemed, respectively,
employer and employee. Subject to consultation with Client, Green Baron
Ventures Inc. shall at all times have full power and control respecting the
mode and details of performing the services described in this Agreement. It is
understood by the parties that no duty on the part of CLIENT shall arise to pay
any sums on behalf of or for the benefit of Green Baron Ventures Inc.
relating to withholding taxes, unemployment compensation insurance,
disability insurance, Social Security contributions or any other similar amounts
or contributions customarily payable by virtue of an employment relationship.
Green Baron Ventures Inc. shall be responsible for all such
obligations described in the preceding sentence, shall be responsible for making
any required reports or disclosures to federal, state or local taxing
authorities regarding Green Baron Ventures Inc's income and expenses and
shall defend, indemnify and save harmless CLIENT from any and all liability
arising from Green Baron Ventures Inc's failure to make such
payments and reports in a timely and proper fashion. 

7. Indemnification. Green Baron Ventures Inc. and
CLIENT for each of themselves hereby agrees to indemnify and hold harmless each
other and each of their officers, directors, shareholders, agents,
representations and employees ("Indemnities") for any suit, claim a, action,
obligation or liability affecting the Indemnities arising from the negligent
acts of the other or their agents or arising from any intellectual property
infringement by the other or their agents in connection with this Agreement 

8. Severability. If any provision of this Consulting and
Marketing Agreement is for any reason unenforceable or void as set forth herein,
such provision shall be deemed modified and severed from the balance of this
Agreement to the extent required to eliminate only such portions or applications
as are either unenforceable or void, but otherwise shall remain in full force
and effect. 

9. Notices. Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing, and if sent by
registered or certified mail, postage prepaid, to: 

Green Baron Ventures Inc. 
19248 Cheyenne St.

Northridge, CA 91326 

Either party may change the address for giving of notices by
notice given pursuant to this paragraph. Should a dispute arise that requires
litigation or arbitration, it shall take place in the state of California. It is
further noted that in April 2011, Evergreen Marketing, Inc. of Illinois
(established October 2002) changed its State of Incorporation to Florida. The
tax ID number remained the same, but the official name of the Company operation
in Florida is now Green Baron Ventures Inc. dba Evergreen Marketing, Inc. 

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10. Further Assurances. Each party agrees to cooperate with the
other, and to execute and deliver, or cause to be executed and delivered, all such other
instruments and documents, and to take all such other actions as may be
reasonably requested of it from time to time, in order to effectuate the
provisions and purposes of this Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement as
August 22, 2014: 

On behalf of services to provide awareness and marketing
coverage of Mantra Venture Group, Ltd. (OTCQB: MVTG) 

 

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