ex101.htm


    MANAGEMENT
AGREEMENT

    
 

     

    THIS
MANAGEMENT AGREEMENT (the "Agreement")
is entered into on January 7, 2009.

     

    BETWEEN

    
 

    MANTRA
VENTURE GROUP LTD.,

    a
corporation incorporated under the laws of British Columbia having its principal
business office at Suite 1205, 207 West Hastings Street, Vancouver, British
Columbia, V6B 1H7 

     

                    (the
”Company“)

    
 

    AND

    
 

    Q4
FINANCIAL GROUP INC.

    c/o
DENNIS PETKE

    Suite 500 – 666
Burrard Street,

    Vancouver, British
Columbia, V6C 3P6

     

                    (the
”Consultant”)

    
 

    AND

    
 

    DENNIS
PETKE

    Suite 500 – 666
Burrard Street,

    Vancouver, British
Columbia, V6C 3P6

                    (“Petke”)

    
 

    WHEREAS:

    
 

    
      	
              A.

            	
              The Company
      is engaged in the business of researching, developing, marketing,
      distributing and licensing sustainable technologies and
      initiatives;

            


    

     

    
      	
              B.

            	
              On July 1,
      2008, the Consultant’s President, Petke, agreed to act as the Chief
      Financial Officer of the Company on the terms, and subject to the
      conditions, of a previous consulting
agreement;

            


    

     

    
      	
              C.

            	
              The
      Consultant’s President, Petke, has agreed to continue to act as the Chief
      Financial Officer of the Company on the terms and subject to the
      conditions of this Agreement; and

            


    

     

    
      	
              D.

            	
              The
      Consultant’s President, Petke, has agreed to serve as a director of the
      Company.

            


    

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    THIS
AGREEMENT WITNESSES that in
consideration of the premises and mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

    
 

    
      	
              1.

            	
              ENGAGEMENT

            


    

    
 

    
      	
              1.1

            	
              The Company
      hereby engages the Consultant to provide services in accordance with the
      terms and subject to the conditions of this Agreement through Petke or
      otherwise and the Consultant hereby accepts such
    engagement.

            


    

    
 

    
      	
              1.2

            	
              The
      appointment of Petke as a director of the Company is subject to the
      provisions of the Articles of the Company (the "Articles")
      regarding the appointment, compensation, indemnification, disqualification
      and removal of directors and will not be ratified and accepted by the
      Company without proper election procedures being
  observed.

            


    

    
 

    
      	
              1.3

            	
              Petke’s
      appointment as a director of the Company, once duly elected, shall
      terminate without any entitlement to additional compensation
      if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Petke is not
      re-elected at the annual general meeting of the Company at which the
      Consultant offers himself for re-election in accordance with the Articles;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Petke is
      required to vacate office for any reason pursuant to any of the provisions
      of the Articles; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              Petke is
      removed as a director or otherwise required to vacate office under any
      applicable law; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              Petke submits
      his resignation as a director of the
Company.

            


    

    
 

    
      	
              1.4

            	
              It is
      anticipated that Petke’s appointment as director of the Company will
      commence in February 2009 for a period of one year and will continue
      thereafter if he is re-elected at the annual general meeting of the
      Company.

            


    

    
 

    
      	
              2.

            	
              TERM

            


    

    
 

    
      	
              2.1

            	
              This
      Agreement shall govern the services provided by the Consultant to the
      Company from September 1, 2008 until this Agreement is
      terminated.  The term of the Consultant’s engagement shall be
      from January 7, 2009 to January 6, 2010 and will automatically renew
      pursuant to Section 5 of this Agreement.  This Agreement may be
      terminated at any time, by either party, in accordance with Section 8 of
      this Agreement.

            


    

    
 

    
      	
              3.

            	
              SERVICES

            


    

    
 

    
      	
              3.1

            	
              The
      Consultant hereby agrees to perform all services generally associated with
      the position of Chief Financial Officer, including but not limited
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              assisting the
      Company in the developing its business
plan;

            


    

     

    
      	
               
      

            	
              (b)

            	
              preparing the
      Company’s financial statements;

            


    

     

    
      	
               
      

            	
              (c)

            	
              establishing
      and maintaining of the Company’s internal controls and reporting
      standards;

            
	 	 	 


    

    
      	
               
      

            	
              (d)

            	
              communicating
      with auditors and legal professionals regarding the Company’s financial
      activity and disclosure
obligations;

            


    

     

    
      	
               
      

            	
              (e)

            	
              developing a
      financial plan and budget;

            


    

     

    
      	
               
      

            	
              (f)

            	
              aiding in
      business valuations and performing due diligence on proposed mergers or
      acquisitions; and

            


    

     

    
      	
               
      

            	
              (g)

            	
              managing
      treasury activities and cash
planning.

            


    

     

                                         
(collectively, the “Services”)

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

       

    

    
      	
              3.2

            	
              The
      Consultant shall devote as much time, attention and energy to the business
      affairs of the Company as may be reasonably necessary to act as the Chief
      Financial Officer of the Company.

            


    

    
 

    
      	
              3.3

            	
              The
      Consultant shall devote as much time, attention and energy to the business
      affairs of the Company as may be reasonably necessary to act as a director
      of the Company.

            


    

    
 

    
      	
              3.4

            	
              In providing
      the Services, the Consultant shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              comply with
      all applicable federal, provincial, local and foreign statutes, laws and
      regulations;

            


    

     

    
      	
               
      

            	
              (b)

            	
              not make any
      misrepresentation or omit to state any material fact that may result in a
      misrepresentation regarding the business of the Company;
    and

            


    

     

    
      	
               
      

            	
              (c)

            	
              not disclose,
      release or publish any information regarding the Company without its prior
      written consent.

            


    

    
 

    4.         RELATIONSHIP
AMONG THE PARTIES

    
 

    
      	
              4.1

            	
              Nothing
      contained in this Agreement shall be construed to (i) constitute the
      parties as joint venturers, partners, co-owners or otherwise as
      participants in a joint undertaking; (ii) constitute the Consultant as an
      agent, legal representative or employee of the Company; or (iii) authorize
      or permit Consultant or any director, officer, employee, agent or other
      person acting on its behalf to incur on behalf of the other party any
      obligation of any kind, either express or implied, or do, sign or execute
      any things, deeds, or documents which may have the effect of legally
      binding or obligating the Company in any manner in favour of any
      individual, business, trust, unincorporated association, corporation,
      partnership, joint venture, limited liability company or other entity of
      any kind.  The Company and the Consultant agree that the
      relationship among the parties shall be that of independent
      contractor.

            


    

    
 

    
      	
              5.

            	
              AUTOMATIC
      RENEWAL

            


    

    
 

    
      	
              5.1

            	
              This
      Agreement shall automatically renew for a term of one year, each January 6
      unless terminated in accordance with Section 8 hereof.  Any
      further option grants will be negotiated on the date of such
      renewal.

            


    

    
 

    6.         COMPENSATION

    
 

    
      	
              6.1

            	
              The
      Consultant shall receive a monthly salary of US$8,500 in exchange for
      providing services of the Company’s Chief Financial Officer, payable at
      the beginning of each month throughout the term of this
      Agreement.

            


    

    
 

    
      	
              6.2

            	
              The
      Consultant shall receive options to purchase 800,000 shares of the
      Company’s common stock at $0.30 per share in accordance with Schedule “A”
      attached hereto in exchange for acting as the Chief Financial Officer of
      the Company (the “Officer
      Options”).

            


    

    
 

    
      	
              6.3

            	
              The
      Consultant shall receive options to purchase 200,000 shares of the
      Company’s common stock at $0.30 per share in accordance with Schedule “A”
      attached hereto in exchange for Petke agreeing to act as a director of the
      Company (the “Director
      Options”).  The Director Options shall be issued
      immediately, but will be subject to termination pursuant to Section 6.6 if
      Petke does not provide a consent when and if he is appointed to the
      Company’s board of directors, or immediately upon Petke ceasing to act as
      a director of the Company.

            


    

    
      	
               
      

            	
               

            


    

                                          (collectively,
the “Options”)

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              6.4

            	
              The
      Consultant and Petke agree not to exercise any more than 250,000 of the
      Options in any 90 day period until October 1,
  2009.

            


    

    
 

    
      	
              6.5

            	
              The
      Consultant, Petke and the Company agree that the Options granted by
      Sections 6.2 and 6.3 of this Agreement and Schedule “A” attached hereto
      may be modified as to terms of issuance and vesting if so required to
      facilitate the Company’s listing on the TSX Venture
    Exchange.

            


    

    
 

    
      	
              6.6

            	
              The Director
      Options shall terminate and shall no longer be exercisable on the date
      that is the earlier of:

            
	 	 


    

    
      	
               
      

            	
              a)

            	
              January 7,
      2011,

            
	 	 	 


    

    
      	
               
      

            	
              b)

            	
              If Petke does
      not provide a consent to act when and if he is appointed to the company’s
      board of directors; or

            
	 	 	 


    

    
      	
               
      

            	
              c)

            	
              immediately
      upon Petke ceasing to act as a director of the
  Company.

            


    

    
 

    
      	
              6.7

            	
              The Officer
      Options shall terminate and shall no longer be exercisable on the date
      that is the earlier of January 7, 2011 or immediately upon the Consultant
      ceasing to act as the Chief Financial Officer of the
    Company.

            


    

    
 

    
      	
              6.8

            	
              Petke and the
      Consultant shall not assign, sell or transfer more than 250,000 of the
      shares acquired pursuant to the exercise of the Options (the “Shares”) in
      any 90 day period.  Certificates evidencing the Shares shall
      bear the following legend along with any other legends required by
      applicable securities laws:

            


    

    
 

    “THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON SALE OR OTHER
TRANSFER PURSUANT TO TERMS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL OFFICE OF

     

    THE
COMPANY.  ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO
THE AGREEMENT IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE
COMPANY.”

     

     

    7.         SERVICES
NOT EXCLUSIVE

    
 

    
      	
              7.1

            	
              The
      Consultant agrees that he shall, at all times, faithfully and in a
      professional manner perform all of the duties that may be reasonably
      required of the him pursuant to the terms of this Agreement. The Company
      acknowledges that Consultant is engaged in other business activities, and
      that the Consultant shall be permitted to continue such activities during
      the term of this Agreement.  The Consultant shall not be
      restricted from engaging in other business activities during the term of
      this Agreement.

            


    

    
 

    8.         SUSPENSION
AND TERMINATION.

    
 

    
      	
              8.1

            	
              Termination
      for Cause. The
      Consultant may be terminated for cause at any time, without notice or pay
      in lieu of such notice. Cause for this purpose includes such things as
      unsatisfactory performance, dishonesty, fraud, insubordination, serious
      misconduct and a false statement on the Consultant’s part, as well as
      anything else which would constitute cause at law. The failure by the
      Company to rely on this provision in any given instance or instances shall
      not constitute a precedent or be deemed a
      waiver.

            


    

    
 

    
      	
              8.2

            	
              Termination
      Without Cause. This Agreement may be terminated by either the
      Company or the Consultant without cause by delivering written notice of
      termination to the other party at least seven (7) days before such
      termination is to be
effected.

            


    

    
 

    
      	
              8.3

            	
              Default.  If
      the Consultant fails, refuses or neglects to keep or perform any of his
      material covenants or conditions to be kept or performed hereunder or
      otherwise in connection with the Services, or indicates his refusal to
      keep or perform any such covenant or condition (collectively, a “Default”),
      and the Consultant fails to cure such Default within twenty-four (24)
      hours of receiving written notice from the Company setting out the terms
      of such Default, the Company may immediately terminate this agreement by
      giving written notice to the
  Consultant.

            


    

    
 

    
      	
              8.4

            	
              Force
      Majeure.  The Company shall have the right to suspend
      this agreement in the event of force majeure at any time (provided written
      notice to the Consultant shall be promptly given), without any further
      obligation to the Consultant except that the Consultant  shall
      be entitled to the accrued compensation, if any, provided for in Section 6
      of this Agreement.  The suspension of this Agreement shall not
      relieve the Consultant of any of his obligations hereunder or otherwise in
      connection with the Services.  The Company shall have the right
      to terminate this Agreement by giving written notice to the Consultant
      where an event or events of force majeure continue for a continuous period
      of forty-eight (48) hours, excluding non-business days or five (5) days in
      the aggregate at any other
time.

            


    

    
 

    
      	
              8.5

            	
              Effect
      of Termination.  If the Company terminates this Agreement
      in accordance with the provisions hereof, the Company shall be released
      and discharged from any further liability or obligation whatsoever to the
      Consultant.  No termination of this Agreement shall affect the
      rights granted hereunder by the Consultant to the Company, the
      restrictions on share sales, assigns and transfers contained in Section
      6.8 of this Agreement, and the representations and warranties and
      indemnification of each of the parties hereunder.  All of these
      shall survive such
termination.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9.         CONFIDENTIALITY

    
 

    
      	
              9.1

            	
              The
      Consultant and Petke shall not, without prior authorization of the
      Company, at any time during the term of this agreement, or thereafter,
      disclose to any person, firm, association or corporation other than the
      directors, officers or employees of the Company, the private or business
      affairs of the Company or its affiliated companies, or any other
      information of a private or confidential nature concerning the Company or
      its affiliated companies including, without
  limitation:

            


    

     

    
      	
               
      

            	
              a)

            	
              information
      concerning trade secrets, products, technology, sales literature and
      brochures, forms, business policies and concepts, and contracts of the
      Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              information
      concerning manufacturing and production, pricing and sales policies, and
      marketing techniques and concepts in respect of products and services
      provided or to be provided by the
Company;

            


    

     

    
      	
               
      

            	
              (c)

            	
              names,
      addresses and contact information of past, present or prospective
      customers, employees, shareholders, officers, directors or associates of
      the company, or any person or entity having a past, present, or
      prospective business relationship with the Company,
  and

            


    

     

    
      	
               
      

            	
              b)

            	
              names,
      addresses and contact information of past, present or prospective
      suppliers, consultants, lenders or professional advisors of the Company
      and prices or rates charged by them which by virtue of the Consultant’s or
      Petke’s position, the Consultant or Petke may obtain during the term of
      this Agreement, or which the Consultant or Petke obtained during the
      course of their former engagement with the
  Company.

            


    

    
The Consultant and
Petke acknowledge that the above-mentioned confidential information could be
used to the detriment of the Company.  Accordingly the Consultant and
Petke undertake to treat confidentially all such information and agree not to
disclose it to any third party or use it for any purpose or reason without the
express written permission of the Company except as may be necessary to perform
their duties, whether during the term of this Agreement or following termination
the Consultant’s and Petke’s engagement by the Company.

    
 

    10.       NON-SOLICITATION

    
 

    
      	
              10.1

            	
              During the
      term of this Agreement neither the Consultant nor Petke shall hire or take
      away or cause to be hired or taken away any employee or consultant of the
      Company.  For a period of twelve (12) months following the
      termination of this Agreement neither the Consultant nor Petke shall hire
      or take away or cause to be hired or taken away any employee who was in
      the employ of the Company during the twelve (12) months preceding such
      termination.

            


    

    
 

    11.       GRANTS
OF RIGHTS

    
 

    
      	
              11.1

            	
              The
      Consultant and Petke agree that the results and proceeds of the Services
      under this Agreement, although not created in an employment relationship,
      shall, for the purpose of copyright only, be deemed a work made in the
      course of employment under Canadian law or a work-made-for-hire under
      United States law and all other comparable international intellectual
      property laws and conventions.  All work and materials,
      including all intellectual property, and any other rights, including
      without limitation copyright, all rental and lending rights thereto, which
      the Consultant and Petke may have in and to the results and proceeds of
      the Services, shall vest irrevocably and exclusively with the Company, and
      are otherwise hereby assigned to the Company as and when
      created.  The Consultant and Petke hereby waive in favor of the
      Company any moral rights which it may have, if any, in and to any works,
      materials, or services which it may provide or create under this
      Agreement.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    12.       
REPRESENTATIONS AND WARRANTIES

    
 

    12.1      The
Consultant and Petke each represent, warrant and covenant to the Company as
follows:

    
 

    
      	
               
      

            	
              (a)

            	
              All material,
      notes, writing, ideas, written, submitted or interpolated by the
      Consultant and Petke under this Agreement or with respect to the
      production or preparation of the Advertisements shall originate with the
      Consultant and Petke or be based on materials supplied by the Company and
      shall not be copied in whole or part from any other work except to the
      extent that such work is non-proprietary or in the public
      domain.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To the best
      of the Consultant’s and Petke’s knowledge, information and belief, all of
      the results and proceeds of the Services shall not defame any person and
      shall not infringe upon the copyright, moral rights, publicity rights,
      privacy rights or any other right of any person or company or violate any
      law or judicial or governmental
order.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Consultant and Petke shall pay installment taxes to the Canadian Revenue
      Agency, at least quarterly, based on estimated payable
    taxes.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Consultant and Petke shall remain current with all taxes owed and assure
      the Company that all required tax payments are kept up to
      date.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Consultant and Petke shall provide copies of filed tax returns and notices
      of assessment to the Company in order to demonstrate that the Consultant
      has met all of his tax obligations as they related to payments provided by
      the Company.

            


    

     

     

    13.       INDEMNIFICATION

    
 

    
      	
              13.1

            	
              The Company
      agrees to indemnify and hold harmless the Consultant and its respective
      agents and employees, against any losses, claims, damages or liabilities,
      joint or several, to which either party, or any such other person, may
      become subject, insofar as such losses, claims, damages or liabilities (or
      actions, suits or proceedings in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of any
      material fact contained in the registration statement, any preliminary
      prospectus, the prospectus, or any amendment or supplement thereto; 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; and shall reimburse the
      Consultant, or any such other person, for any legal or other expenses
      reasonably incurred by
      the Consultant, or any such other person, in connection with investigation
      or defending any such loss, claim, damage, liability, or action, suit or
      proceeding.

            


    

    
 

    
      	
              13.2

            	
              The
      Consultant and Petke agree to indemnify and hold harmless the Company, its
      partners, financiers parent, affiliated and related companies, and all of
      their respective individual shareholders, directors, officers, employees,
      licensees and assigns from and against any claims, actions, losses and
      expenses (including legal expenses) occasioned by any breach of the
      Consultant’s or Petke’s representations and warranties contained in, or by
      any breach of any other provision of this Agreement by the Consultant or
      Petke.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    14.           MISCELLANEOUS
PROVISIONS

    
 

    
      	
              14.1

            	
              Time.  Time
      is of the essence of this
  Agreement.

            


    

    
 

    
      	
              14.2

            	
              Presumption.  This
      Agreement or any section thereof shall not be construed against any party
      due to the fact that said Agreement or any section thereof was drafted by
      said party.

            


    

    
 

    
      	
              14.3

            	
              Titles
      and Captions.  All article, section and paragraph titles
      or captions contained in this Agreement are for convenience only and shall
      not be deemed part of the context nor affect the interpretation of this
      Agreement.

            


    

    
 

    
      	
              14.4

            	
              Further
      Action.  The parties hereto shall execute and deliver all
      documents, provide all information and take or forbear from all such
      action as may be necessary or appropriate to achieve the purposes of this
      Agreement.

            


    

    
 

    
      	
              14.5

            	
              Good
      Faith, Cooperation and Due Diligence.  The parties hereto
      covenant, warrant and represent to each other good faith, complete
      cooperation, due diligence and honesty in fact in the performance of all
      obligations of the parties pursuant to this Agreement.  All
      promises and covenants are mutual and
    dependent.

            


    

    
 

    
      	
              14.6

            	
              Savings
      Clause.  If any provision of this Agreement, or the
      application of such provision to any person or circumstance, shall be held
      invalid, the remainder of this Agreement, or the application of such
      provision to persons or circumstances other than those as to which it is
      held invalid, shall not be affected
  thereby.

            


    

    
 

    
      	
              14.7

            	
              Assignment.  This
      Agreement may not be assigned by either party hereto without the written
      consent of the other.

            


    

    
 

    
      	
              14.8

            	
              Notices.  All
      notices required or permitted to be given under this Agreement shall be
      given in writing and shall be delivered, either personally or by express
      delivery service, to the party to be notified.  Notice to each
      party shall be deemed to have been duly given upon delivery, personally or
      by courier, addressed to the attention of the officer at the address set
      forth heretofore, or to such other officer or addresses as either party
      may designate, upon at least ten (10) days written notice to the other
      party.

            


    

    
 

    
      	
              14.9

            	
              Entire
      Agreement.  This Agreement, including Schedule “A”
      attached hereto, contains the entire understanding and agreement among the
      parties. There are no other agreements, conditions or representations,
      oral or written, express or implied, with regard thereto. This Agreement
      may be amended only in writing signed by the
      parties.

            


    

    
 

    
      	
              14.10

            	
              Waiver.  A
      delay or failure by any party to exercise a right under this Agreement, or
      a partial or single exercise of that right, shall not constitute a waiver
      of that or any other right.

            
	 	 


    

    
      	
              14.11

            	
              Counterparts.  This
      Agreement may be executed in duplicate counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same Agreement.  In the event that this Agreement is signed
      by one party and faxed to another, the parties agree that a faxed
      signature shall be binding upon the parties as though the signature was an
      original.

            


    

    
 

    
      	
              14.12

            	
              Successors.  The
      provisions of this Agreement shall be binding upon the parties, their
      successors and permitted
assigns.

            


    

    
 

    
      	
              14.13

            	
              Jurisdiction.  The
      parties hereby attorn the exclusive jurisdiction of the provincial and
      federal courts located in the city of Vancouver, British Columbia in
      relation to all disputes arising from the
      Agreement.

            


    

    
 

    
      	
              14.14

            	
              Counsel.  The
      parties expressly acknowledge that each has been advised to seek separate
      counsel for advice in this matter and has been given a reasonable
      opportunity to do so.

            


    

    
 

    
      	
              14.15

            	
              Currency.  Unless
      otherwise stated, any reference to currency in this Agreement refers to
      U.S. Dollars.

            


    

     

    IN
WITNESS WHEREOF this Agreement has been executed by the parties to it, as
of the day, month and year first written above:

    
 

    
      	
               

              MANTRA
      VENTURE GROUP LTD.

               

               

               

              By:
      /s/ Larry
      Kristof 

               

              Larry
      Kristof

              Its:
      President                                                      

               

            	
               

              Q4
      FINANCIAL GROUP INC.

               

               

               

              By:
      /s/
      Dennis Petke

               

              Dennis
      Petke

              Its:
      President

               

            	
               

               

               

               

               

              /s/ Dennis
      Petke

               

              Dennis
      Petke

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
A

     

    Option
Agreement

     

    THIS
OPTION AGREEMENT (the "Option Agreement") is entered into on January 7,
2009.

    
 

    BETWEEN

    
 

    MANTRA
VENTURE GROUP LTD.,

    a
corporation under the laws of British Columbia having its principal business
office at Suite 1205, 207 West Hastings Street, Vancouver, British Columbia, V6B
1H7 

     

                    (the
"Company")

    
 

    AND

    
 

    Q4
FINANCIAL GROUP INC.

    c/o
DENNIS PETKE

    Suite 500 – 666
Burrard Street,

    Vancouver, British
Columbia, V6C 3P6

     

                    (the
“Optionee”)

     

    WHEREAS:

     

    
      	
              A.

            	
              The Company
      has entered in a Management Agreement (the "Management Agreement"), dated
      January 7, 2009 with the Optionee;
and

            


    

     

    
      	
              B.

            	
              In accordance
      with the provisions of the Management Agreement the Company has authorized
      the grant of options to the
Optionee.

            


    

     

    
 

     

    THIS
AGREEMENT WITNESSES that the parties have agreed that the terms and
conditions of the relationship shall be as follows:

     

    
      	
              1.

            	
              Grant
      of Option.

            


    

     

    
      
        	
                  
      (a)

              	
                The Company
      will issue to the Optionee the right and option, to purchase a total of
      1,000,000 shares of the Company’s common stock at a price of $0.30 per
      share immediately upon the signing of this Option Agreement (the
      “Options”).  The Options are broken down as
    follows:

              


      

    

    
       

      
        	
                i.  

              	
                The Optionee
      shall receive 800,000 of the Options for services provided as the
      Company’s Chief Financial Officer (“Officer
  Options”).

              


      

       

      
        	
                ii.  

              	
                The Optionee
      shall receive 200,000 of the Options for Petke agreeing to serve as
      director of the Company (“Director Options”).  The Director
      Options shall be issued immediately, but will be subject to termination
      pursuant to Section 2.

              


      

       

    

    
      	
                 
      (b) 

            	
               The
      Consultant and Petke agree not to exercise any more than 250,000 of the
      Options in any 90 day period until October 1,
  2009.

            


    

     

     

    
      	
              2.

            	
              Term.  The
      Director Options shall terminate and will not longer be available for
      exercise the earlier of:

            
	 	 


    

    
      	
               
      

            	
              a)

            	
              January 7,
      2011,

            


    

    
      	
               
      

            	
              b)

            	
              If Petke does
      not provide a consent to act when and if he is appointed to the company’s
      board of directors; or

            


    

    
      	
               
      

            	
              c)

            	
              immediately
      upon Petke ceasing to act as a director of the
  Company.

            


    

     

    
 

    The Officer Options
shall terminate and will not longer be available for exercise the earlier of
January 7, 2011 or immediately upon the Optionee ceasing to act as the Company’s
Chief Financial Officer.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Non-transferability.

            


    

     

    
       

      
        	
                 a)

              	
                
                  The Options
      shall not be transferable except to the Optionee’s estate, and the Options
      may be exercised during the lifetime of the Optionee, only by the
      Optionee, or thereafter by its estate. More particularly, but without
      limiting the generality of the foregoing, the Options may not be assigned,
      transferred, pledged or hypothecated in any way, shall not be assignable
      by operation of law, and shall not be subject to execution, attachment or
      similar process.

                

              
	 	 
	
                 
    b)

              	
                Any attempted
      assignment, transfer, pledge, hypothecation or other disposition of the
      Options contrary to these provisions, and the levy of any execution,
      attachment or similar process on the Options, shall be null and
      void.

              
	 	 
	
                 
    c)

              	
                Petke and the
      Optionee shall not assign, sell or transfer more than 250,000 of the
      shares acquired pursuant to the exercise of the Options (the “Shares”) in
      any 90 day period.  Certificates evidencing the Shares shall
      bear the following legend along with any other legends required by
      applicable securities laws:

              


      

    

     

    “THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON SALE OR OTHER
TRANSFER PURSUANT TO TERMS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE
REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.  ANY TRANSFER OR
ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO THE AGREEMENT IS VOID WITHOUT THE
PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

     

     

    
      	
              4.

            	
              Optionee.  In
      consideration of the granting of the Options, and regardless of whether or
      not the Options shall be exercised, the Optionee will devote the agreed
      upon time, energy and skill to the service of the Company or one or more
      of its subsidiaries in accordance with the Management
      Agreement.

            


    

     

     

    
      	
              5.

            	
              Method
      of Exercising
Option.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject to
      the terms and conditions of this Agreement, the Optionee may exercise the
      Options by sending a written notice to the Company, mailed or personally
      delivered to the Company at the following address:  Suite 1205,
      207 West Hastings Street, Vancouver, British Columbia, V6B
      1H7.  Such notice shall state the election to exercise the
      Options and the number of shares in respect of which it is being
      exercised, and shall be signed by the Optionee. The notice shall be
      accompanied by payment of the full exercise price of the shares by
      certified cheque, bank draft or money order unless the Options are
      exercised on a cashless basis. The Company shall issue for the Optionee’s
      collection, a certificate or certificates representing the shares within
      14 days after receiving the notice.  Upon exercising the
      Options, the Optionee may be required by the Company to make certain
      representations so that the issuance of shares pursuant to the Options
      will fall within exemptions from securities
  regulations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      certificate or certificates for the shares as to which the Options shall
      have been exercised shall be registered in the name of the Optionee and
      shall be delivered as provided above to or on the written order of the
      Optionee.  All shares that shall be purchased on the exercise of
      the Options as provided in this Agreement shall be fully paid and
      non-assessable.  The certificates representing any shares issued
      upon exercise of the Options may contain a restrictive
    legend.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The Options
      may be exercised at a price of US$0.30 per share (the “Purchase
      Price”).

            


    

     

     

    
      	
              6.

            	
              Changes
      in Capital Structure.  If all or any portion of the
      Options shall be exercised subsequent to any share dividend, split-up,
      recapitalization, merger, consolidation, combination or exchange of
      shares, separation, reorganization or liquidation occurring after the date
      of this Agreement, as a result of which shares of any class shall be
      issued in respect of outstanding common shares, or common shares shall be
      changed into the same or a different number of shares of the same or
      another class or classes, the person or persons so exercising the Options
      shall receive the aggregate number and class of shares which, if common
      shares (as authorized at the date of this Agreement) had been purchased at
      the date of this Agreement for the same aggregate price (on the basis of
      the price per share set forth in Section 5 of this Agreement) and had not
      been disposed of, such person or persons would be holding, at the time of
      such exercise, as a result of such purchase and all such share dividends,
      split-ups, recapitalizations, mergers, consolidations, combinations or
      exchanges of shares, separations, reorganizations or liquidations;
      provided, however, that no fractional share be issued on any such
      exercise, and the aggregate price paid shall be appropriately reduced on
      account of any fractional share not
  issued.

            


    

     

     

    
      	
              7.

            	
              Reservation
      of Shares to Satisfy Option.  The Company shall at all
      times during the term of the Options reserve and keep available such
      number of common shares as will be sufficient to satisfy the requirements
      of this Agreement.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.

            	
              Representations
      of the Optionee

            


    

    
 

    
      	
                
      (a)

            	
              The Optionee
      understands and acknowledges that (a) the Options are being offered
      without a prospectus pursuant  to the exemptions from
      registration found in Regulation S of
      the  Securities  Act of
      1993,  as  amended  (the  "Securities  Act"),
      (b) the Optionee has reviewed the confidential business plan of the
      Company or such
      other  material  documents  of the Company
      as the  Optionee  has deemed necessary
      or  appropriate  for purposes of purchasing the
      Options, including this subscription agreement (collectively, the
      "Offering Documents"); and (c) this transaction has not
      been  reviewed or  approved by the
      United  States  Securities  and  Exchange
      Commission or by any regulatory authority charged with the administration
      of the securities laws of any state or foreign
  country.

            


    

     

    
      	
                
      (b)

            	
              The Optionee
      either (i) has a preexisting personal or business  relationship
      with the Company or its controlling  persons, such as would
      enable a reasonably prudent Optionee to be aware of the character
      and  general  business  and  financial  circumstances  of  the  Company  or  its
      controlling  persons,  or (ii) by reason of the
      Optionee's business or financial
      experience,  individually  or in
      conjunction  with
      the  Optionee's  unaffiliated professional advisors
      who are not compensated by the Company or any affiliate or selling agent
      of the Company,  directly or indirectly,  is capable
      of evaluating the  merits  and  risks of
      an  investment  in
      the  Options,  making an  informed
      investment  decision and  protecting  the
      Optionee's own interests in connection with the transactions contemplated
      hereby.

            


    

     

    
      	
                
      (c)

            	
              The
      Optionee  understands and has fully  considered for
      purposes of this investment the risks of this  investment
      and  understands  that (i)
      this  investment  is suitable  only for an
      Optionee  who is able to bear the
      economic  consequences  of losing
      the  Optionee's  entire  investment;  (ii)
      the Company is a start-up  enterprise with no
      significant  operating history;  (iii) the purchase of
      the Options is
      a  speculative  investment  which  involves
      a high degree of risk of loss by the Optionee of the Optionee's entire
      investment,  and (iv) there are substantial restrictions on
      the  transferability  of, and there will be no public
      market for, the Options, and  accordingly,  it may not
      be  possible  for the  Optionee
      to  liquidate  the Optionee's investment in the
      Options.

            


    

     

    
      	
                
      (d)

            	
              The Optionee
      is able (i) to bear the economic risk of this investment, (ii) to hold the
      Options for an indefinite period of time, and (iii) to afford a complete
      loss of the Optionee's investment; and represents that the Optionee has
      sufficient liquid assets so that the lack of liquidity associated with
      this investment will not cause any undue financial difficulties or affect
      the Optionee's ability to provide for the Optionee's current needs and
      possible financial contingencies.

            


    

     

    
      	
                
      (e)

            	
              The Optionee,
      in making the Optionee's decision to acquire the Options, has relied
      solely upon independent  investigations  made by the
      Optionee and the  representations and warranties of the Company
      contained herein and the  Optionee  has been given
      (i)  access to all  material  books and
      records of the Company;  (ii) access to
      all  material  contracts  and  documents
      relating to this offering;  and (iii) an opportunity to ask
      questions of, and to
      receive  answers  from,  the  appropriate  executive  officers
      and other persons acting  on  behalf  of
      the  Company  concerning  the  Company  and
      the terms and conditions of this offering,  and to obtain any
      additional  information,  to the
      extent  such  persons  possess  such  information  or  can  acquire  it  without
      unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of
      the information.  The Optionee acknowledges that no
      valid  request to the Company by
      the  Optionee  for  information  of
      any kind about  the  Company  has
      been  refused  or  denied  by
      the  Company  or  remains unfulfilled as of
      the date thereof.

            


    

     

    
      	
               
      (f)

            	
              The Optionee
      has carefully considered this Option Agreement. In evaluating the
      suitability of an investment in the Company, the Optionee has not relied
      upon any representations or other information (whether oral or written)
      other than as set forth in this agreement or as contained in any documents
      or answers to questions furnished by the
  Company.

            


    

     

    
      	
                
      (g)

            	
              All of the
      information set forth on the cover page of this Agreement indicated as
      applicable to the Optionee, is true and correct in all
      respects.

            


    

     

    
      	
                
      (h)

            	
              The Options
      are being acquired by the Optionee solely for the Optionee's own
      personal  account,  for investment  purposes
      only, and not with a view to,  or
      in  connection  with,  any  resale  or  distribution
      thereof; the Optionee has no contract,
      undertaking,  understanding, agreement or
      arrangement,  formal or informal, with any person to sell,
      transfer or pledge to any  person the Options for which
      the  Optionee  hereby  subscribes,  or
      any part thereof, any interest  therein or any
      rights  thereto;  the Optionee has no
      present  plans to enter into any such
      contract,  undertaking,  agreement
      or  arrangement;  and the Optionee understands the
      legal consequences of the foregoing representations and
      warranties  to
      mean  that  the  Optionee  must  bear  the  economic  risk
      of the investment  for
      an  indefinite  period of time  because the
      Options have not been registered  under the Securities Act and
      applicable  state  securities laws and,
      therefore,  cannot be sold unless  they
      are  subsequently  registered  under the
      Securities Act and
      applicable  state  securities  laws (which
      the Company is not obligated, and has no current intention, to do) or
      unless an exemption from such registration is
  available.

            


    

     

    
      	
               
      (i)

            	
              The Optionee
      has not engaged any broker, dealer, finder, commission agent or other
      similar person in connection with the offer, offer for sale, or sale of
      the Options and is not under any obligation to pay any broker's fee or
      commission in connection with the Optionee's
  investment.

            


    

    
 

     

    
      	
              9.

            	
              Modification
      of Options.  The
      Optionee and the Company agree that the Options granted by Section 6.2 and
      6.3 of the Management Agreement and this Schedule “A” attached hereto may
      be modified as to terms of issuance and vesting if so required to
      facilitate the Company’s listing on the TSX Venture
      Exchange.

            


    

     

     

    
      	
              10.

            	
              Counterparts.  This
      Agreement may be signed in counterparts, each of which so signed shall be
      deemed to be an original (and each signed copy sent by electronic
      facsimile transmission shall be deemed to be an original), and such
      counterparts together shall constitute one and the same instrument and
      notwithstanding the date of execution, shall be deemed to bear the date as
      set forth above.

            


    

    
 

     

    IN
WITNESS WHEREOF this Agreement has been executed by the parties to it, as
of the day, month and year first written above:

    
 

    
      	
              MANTRA
      VENTURE GROUP LTD.

               

               

               

              Per:
      /s/
      Larry
      Kristof

              Larry Kristof

              Its:
      President                                                      

               

               

            	
              Q4
      FINANCIAL GROUP INC.

               

               

               

              By:
      /s/
      Dennis
      Petke

              Dennis Petke

              Its:
      President

               

            


    

     

     

    10