ADERA
      MINES LIMITED

    


    PROMISSORY
      NOTE

    


     

    DUE
      JULY __, 2008

    $_________JULY
      31
      2006

     

    Adera
      Mines Limited, a Nevada corporation (the “Company”), for value received, hereby
      promises to pay to [NAME OF SELLER OR DESIGNEE] or registered assigns (the
      “Holder”), the principal sum of ___________Dollars ($_______) on JULY 30, 2008
      (the “Maturity Date”) with interest from the date hereof (computed on the basis
      of a 365-day year) at the rate per annum of “LIBOR” plus one percent (1%) until
      paid in full. This note (the “Note”) is issued by the Company on July 31, 2006
      (the “Issuance Date”) pursuant to a certain Stock Acquisition Agreement among
      the Company and the Holder(s) (the “Purchase Agreement”). Periodic payment of
      the principal amount of this Note and interest shall be on the terms set forth
      herein.

     

    1. General.
      This
      Note is transferable only upon written consent of the Company and by surrender
      thereof at the principal office of the Company, duly endorsed by, or accompanied
      by a written instrument of transfer duly executed by, the registered Holder
      of
      this Note or his attorney duly authorized in writing and a completed “investor
      questionnaire” duly executed by the transferee reasonably satisfactory in form
      and substance to the Company.

     

    2. Interest.
“LIBOR”
      shall mean the LIBOR rate as quoted in the Wall Street Journal, on the business
      day immediately prior to the date hereof and shall be applied as the base
      interest hereunder regardless of subsequent adjustments to such rate. The
      interest rate hereunder shall be such LIBOR rate plus one percent
      (1%).

     

    3. Periodic
      Payments.
      Interest accrued hereunder shall be paid quarterly, in arrears, on the first
      day
      of the calendar month immediately following the end of each fiscal quarter,
      the
      first such payment being due on October 1, 2006. Principal shall be paid as
      follows: (i) [50% of principal] shall be due and payable on the first
      anniversary of the issuance of this Note, and (ii) [50% of principal] shall
      be
      due and payable on the second anniversary of the issuance of this Note. Any
      accrued by unpaid interest, and any unpaid principal shall be due in full on
      the
      Maturity Date.

     

    6.
       Pre-Payment.
      This
      Note shall be subject to prepayment, without penalty, by the Company at any
      time
      or from time to time. 

     

    7. Events
      of Default.
      An
“Event of Default” occurs if:

     

    (a) the
      Company defaults in the payment of interest on this Note when the same becomes
      due and payable and the default continues for ten (10) days after notice thereof
      is given to the Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) the
      Company defaults in the payment of the principal of this Note when the same
      becomes due and payable and the default continues for ten (10) days after notice
      thereof;

     

    (c) the
      Company, pursuant to or within the meaning of any Bankruptcy Law (A) admits
      in
      writing its inability to pay its debts generally as they become due, (B)
      commences a voluntary case or proceeding under any Bankruptcy Law with respect
      to itself, (C) consents to the entry of a judgment, decree or order for relief
      against it in an involuntary case or proceeding under any Bankruptcy Law, (D)
      consents to the appointment of a bankruptcy trustee (a “Bankruptcy Trustee”) of
      its or for any part of its property, (E) consents to or acquiesces in the
      institution of bankruptcy or insolvency proceedings against it, (F) applies
      for,
      consents to or acquiesces in the appointment of a Bankruptcy Trustee, (G) makes
      a general assignment for the benefit of its creditors, or (H) takes any
      corporate action for any of the foregoing purposes; or

     

    (d)
       a
      court
      of competent jurisdiction enters a judgment, decree or order for relief in
      respect of the Company in an involuntary case or proceeding under any Bankruptcy
      Law which shall (A) approve as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition in respect of the Company, (B) appoint
      a
      Bankruptcy Trustee of the Company or for any part of its property, or (C) order
      the winding-up or liquidation of its affairs; and such judgment, decree or
      order
      shall remain unstayed and in effect for a period of 60 consecutive days; or
      (D)
      any bankruptcy or insolvency petition or application is filed, or any bankruptcy
      or insolvency proceeding is commenced against the Company and such petition,
      application or proceeding is not dismissed within 60 days.

     

    The
      term
“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law
      for the relief of debtors.

     

    8. Remedies.
      If an
      Event of Default occurs and is continuing, the Holder may, by notice of the
      Company, declare all unpaid principal and accrued interest then outstanding
      (if
      not then due and payable) to be due and payable and, upon any such declaration,
      the same shall become and be immediately due and payable. If an Event of Default
      specified in Section 8(c) or 8(d) in respect of the Company occurs, all unpaid
      principal and accrued interest on the Note then outstanding shall ipso facto
      become and be immediately due and payable without any declaration or other
      act
      on the part of any Holder. The Holder by notice to the Company may rescind
      an
      acceleration and its consequences if (i) all existing Events of Default, other
      than the non-payment of the principal of the Notes which has become due solely
      by such declaration of acceleration, have been cured or waived, (ii) to the
      extent the payment of such interest is lawful, interest on overdue installments
      of interest and overdue principal, which has become due otherwise than by such
      declaration of acceleration, has been paid, and (iii) the rescission would
      not
      conflict with any judgment or decree of a court of competent
      jurisdiction.

     

    9. Interest
      Limitation.
      If a
      law, which applies to this Note and which sets maximum loan charges, is finally
      interpreted so that the interest or other loan charges collected or to be
      collected in connection with this Note exceed the permitted limits, then: (i)
      any such loan charge shall be reduced by the amount necessary to reduce the
      charge to the permitted limit; and (ii) any sums already collected from the
      Company which exceeded permitted limits will be refunded to the Company. The
      Holder may choose to make this refund by reducing the principal owed under
      this
      Note or by making a direct payment to the Company.

     

    
      
         

      

      
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    10. Consent
      to Jurisdiction.
      The
      Holder hereby irrevocably agrees that any legal action or proceedings with
      respect to this Note against the Company may be brought only in the State of
      California. By acceptance of this Note, the Holder hereby (i) accepts the
      exclusive jurisdiction of the aforesaid courts; (ii) irrevocably agrees to
      be
      bound by any judgment of any such court with respect to this Note; and (iii)
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may now or hereafter have to the laying of venue of any suit, action or
      proceedings with respect to this Note brought in any court in the State of
      California, and further irrevocably waives any claim that any such suit, action
      or proceeding brought in any such court has been brought in an inconvenient
      forum.

     

    
      
         

      

      
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    12. Miscellaneous.

    


    (a) THIS
      NOTE
      SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE
      TO
      CONFLICTS OF LAWS RULES OR PRINCIPLES.

     

    (b) The
      Company and all endorsers of this Note hereby waive presentment, demand, protest
      or notice of any kind in connection with the delivery, acceptance, performance
      or enforcement of this Note.

     

    (c) No
      provision thereof shall alter or impair the obligation of the Company which
      is
      absolute and unconditional, to pay the principal and interest on this Note
      as
      herein prescribed.

     

    ADERA
      MINES LIMITED

     

    By:
      ____________________________________

     

    Name:
      ____________________________________

     

    Title:
      ____________________________________

     

    


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