Cypress
      Advisors, LLC

    


    July
      31,
      2006

    


    Adera
      Mines Limited 

    20710
      Lassen Street

    Chatsworth,
      California 91311

    


    Gentlemen:
      

    


    This
      letter agreement (this “Agreement”) confirms the engagement of Cypress Advisors,
      LLC (“CA”) by Adera Mines Limited (the “Company”) to provide certain investment
      banking services related to funding the company’s acquisition of Chatsworth Data
      (Services) to the Company. 

    


    	1.  	
            Compensation:
              The Company shall pay CA the compensation set forth
              below:

          


    


    
      	 	a.	
              Cash
                Fee:
                The Company shall pay CA a cash fee for the Services in the amount
                of
                US$300,000.00. The cash fee shall be paid on the date of Closing
                in which
                the acquisition of Chatsworth Data Corporation is
                consummated.

            


    

     

    
      	
            	b.	
              Equity:
                The Company shall pay to CA (or its designees) 1,500,000 shares of
                the
                Company’s common stock, $.001 par value per share. Such shares shall be
                entitled to piggyback registration rights and shall be registered
                on the
                investor’s Registration Statement to be filed upon the Closing of the
                Equity Financing accompanying the Closing of the Chatsworth Data
                Corporation acquisition.

            


    

     

    	2.  	
            Notices:
              Notices given pursuant to any of the provisions of this Agreement shall
              be
              given in writing and shall be sent by certified mail, return receipt
              request, or recognized overnight courier or personally delivered (a)
              if to
              the Company, office at 20710 Lassen Street, Chatsworth California 91311
              Attention: Sid L. Anderson (Company Representative) and (b) Cypress
              Advisors, LLC, 445 Park Avenue, 10th
              Floor, New York, NY 10022 Attention Scott F. Koch, Managing
              Director.

          


     

    	3.  	
            Confidentiality:
              No financial advice rendered by CA pursuant to this Agreement may be
              disclosed publicly in any manner without CA’s prior written consent,
              except as may be required by law, regulation or court order but subject
              to
              the limitation below. If the Company is required or reasonably expects
              to
              be so required to disclose any advice, the Company shall provide CA
              with
              prompt notice thereof so that CA may seek a protective order or other
              appropriate remedy and take reasonable efforts to assure that all of
              such
              advice disclosed will be covered by such order or other remedy. Whether
              or
              not such a protective order or other remedy is obtained. The Company
              will
              cause its affiliates to disclose only that portion of such advice which
              the Company is so required to disclose.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	4.  	
            Miscellaneous:
              This Agreement sets forth the entire agreement between the parties,
              supersedes and merges all prior written or oral agreements with respect
              to
              the subject matter hereof, may only be amended in writing and shall
              be
              governed by the laws of the State of New York applicable to agreements
              made and to be performed entirely within such
              State.

          


     

    This
      Agreement may be assigned by either party with the prior written consent of
      the
      other party.

    


    If
      any
      provision of this Agreement is determined to be invalid or unenforceable in
      any
      respect, such determination will not effect such provision in any respect or
      any
      other provision of this Agreement.

    


    


    Cypress
      Advisors, LLC is delighted to accept this engagement and looks forward to
      working with you on this assignment. Please confirm that the foregoing sets
      forth our agreement by signing and returning to CA the enclosed copy of this
      Agreement.

    


    


    Very
      truly yours, 

    


    Cypress
      Advisors, LLC

    


    By:_________________

    Name:
      Scott F. Koch

    Title:
      Managing Director

    


    ACCEPTED
      AND AGREED TO;

    This____day
      of_______________

     

    


    


    Adera
      Mines Limited

    


    


    By:________________

    Name:
      Sid
      L. Anderson

    Title:
      Chairman of the Board