CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (“Agreement”) is made as of the 31’st day of July, 2006 by
      and between Mr. Clayton E. Woodrum (the “Consultant”), and Adera Mines Limited
      whose address is 20710 Lassen Street Chatsworth, California 91311 (the
“Company”), in reference to the following:

    


    RECITALS

    


    A. The
      Company is acquiring the stock and assets of an operating Company known as
      Chatsworth Acquisition Corporation and in connection with such acquisition
      is
      obtaining financing in the amount of $6,000,000 the (“Financing”).

    


    B. It
      is a
      condition to the closing of the Financing that the Company obtains the services
      of Consultant to perform the functions of the chief financial officer (“CFO”)
      for the Company after the Financing is closed.

    


    C. The
      Consultant desires to perform the duties and tasks associated with being the
      CFO
      of the Company as set forth in this Agreement and as the Board of Directors
      may
      determine form time to time and the Company wishes to retain the Consultant
      for
      such services.

    


    NOW,
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and the Consultant agree as follows:

    


    AGREEMENT

    


    1. Term.
      The
      Company retains the Consultant and the Consultant accepts this appointment
      with
      the Company for a period of twelve months, beginning on July 31, 2006 and ending
      on July 30, 2007 (the “Term”) 

    


    2. Duties
      of Consultant. The
      Consultant agrees to perform the consulting services (the “Services” set forth
      on Exhibit “A” to this Agreement and made a part of it. The Consultant will
      determine the method, details and means of performing the services. The
      Consultant may, with the prior consent of the Chief Executive Officer, use
      employees or other subcontractors to assist the Consultant with the performance
      of the services. The Services may be modified from time to time by the Board
      of
      Directors of the Company.

    


    3. Compensation. 

    


    (a) Cash.
      The
      Company shall pay to the Consultant, as compensation for the services, a monthly
      retainer of $8,000.00, payable on the first business day of each
      month.

    


    (b) Options.
      The
      Company hereby grants to the Consultant options to purchase 500,000 shares
      of
      common stock of the Company, at a price per share of $0.30. The option shall
      exercisable be for a term of three years from the date hereof. The Option shall
      be exercisable for cash for the first twelve months and thereafter exercisable
      on a “cashless” basis. Following
      Board approval of our 2006 Equity Incentive Plan (the “Plan”) (which is
      anticipated by August 30, 2006), your option grant shall be from the Plan and
      shall be subject to the terms thereof. The
      form
      of Option Agreement is attached hereto as Exhibit
      B. 

    


    
      
         

      

      
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    4. Nondisclosure.

    


    4.1 Property
      Belonging to Company.
      The
      Consultant agrees that all developments, ideas, devices, improvements,
      discoveries, apparatus, practices, processes, methods, concepts and products
      (collectively the “Inventions”) developed by the Consultant during the term of
      this Agreement are the exclusive property of the Company and shall belong to
      the
      Company. 

    


    4.2 Access
      to Confidential Information. The
      Consultant agrees that during the term of the business relationship between
      the
      Consultant and the Company, the Consultant will have access to and become
      acquainted with confidential proprietary information (“Confidential
      Information”) which is owned by the Company and is regularly used in the
      operation of the Company’s business. The
      Consultant agrees that the term “Confidential Information” as used in this
      Agreement is to be broadly interpreted and includes (i) information that has,
      or
      could have, commercial value for the business in which the Company is engaged,
      or in which the Company may engage at a later time, and (ii) information that,
      if disclosed without authorization, could be detrimental to the economic
      interests of the Company.
      The
      Consultant agrees that the term “Confidential
      Information” includes, without limitation, any patent, patent application,
      copyright, trademark, trade name, service mark, service name, “know-how,”
negative “know-how,” trade secrets, customer and supplier identities,
      characteristics and terms of agreement, details of customer or consultant
      contracts, pricing policies, operational methods, marketing plans or strategies,
      product development techniques or plans, business acquisitions plans, science
      or
      technical information, ideas, discoveries, designs, computer programs (including
      source codes), financial forecasts, unpublished financial information, budgets,
      processes, procedures, formulae, improvements or other proprietary or
      intellectual property of the Company, whether or not in written or tangible
      form, and whether or not registered, and including all memoranda, notes,
      summaries, plans, reports, records, documents and other evidence
      thereof.
      The
      Consultant acknowledges that all Confidential Information, whether prepared
      by
      the Consultant or otherwise acquired by the Consultant in any other way, shall
      remain the exclusive property of the Company.

    


    4.3 No
      Unfair Use by Consultant.
      The
      Consultant promises and agrees that the Consultant (which shall include its
      employees and contractors) shall not misuse, misappropriate, or disclose in
      any
      way to any person or entity any of the Company’s Confidential Information,
      either directly or indirectly, nor will the Consultant use the Confidential
      Information in any way or at any time except as required in the course of the
      Consultant’s business relationship with the Company. The Consultant agrees that
      the sale or unauthorized use or disclosure of any of the Company’s Confidential
      Information constitutes unfair competition. The Consultant promises and agrees
      not to engage in any unfair competition with the Company and will take measures
      that are appropriate to prevent its employees or contractors from engaging
      in
      unfair competition with the Company.

    


    4.4 Further
      Acts.
      The
      Consultant agrees that, at any time during the term of this Agreement or any
      extension thereof, upon the request of the Company and without further
      compensation, but at no expense to the Consultant, the Consultant shall perform
      any lawful acts, including the execution of papers and oaths and the giving
      of
      testimony, that in the opinion of the Company, its successors or assigns, may
      be
      necessary or desirable in order to obtain, sustain, reissue and renew, and
      in
      order to enforce, perfect, record and maintain, patent applications and United
      States and foreign patents on the Company’s inventions, and copyright
      registrations on the Company’s inventions.

     

    
      
         

      

      
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    4.5 Obligations
      Survive Agreement.
      The
      Consultant’s obligations under this S Section
      4
      shall survive the expiration or termination of this Agreement for a period
      of
      three (3) years.

    


    5. Termination.

    


    5.1 Termination
      on Default. Should
      either party default in the performance of this Agreement or materially breach
      any of its provisions, the non-breaching party may terminate this Agreement
      by
      giving written notification to the breaching party. Termination shall be
      effective immediately on receipt of said notice. For purposes of this section,
      material breaches of this Agreement shall include, but not be limited to, (i)
      the failure by the Company to pay the compensation set forth in section 3 above;
      (ii) the willful breach or habitual neglect by the Consultant of the duties
      which it is required to perform under the terms of this Agreement; (iii) the
      Consultant’s commission of acts of dishonesty, fraud, or misrepresentation; (iv)
      the failure by the Consultant to conform in all material respects to all laws
      and regulations governing the Consultant’s duties under this Agreement; or (v)
      the commission by the Consultant of any act that tends to bring the Company
      into
      public scandal or which will reflect unfavorably on the reputation of the
      Company.

    


    5.2 Termination
      on Notice. Either
      party may terminate this Agreement at any time by giving thirty (30) days
      written notice to the other party.

    


    5.3 Automatic
      Termination. This
      Agreement terminates automatically on the occurrence of any of the following
      events: (i) the bankruptcy or insolvency of either party; or (ii) the death
      or
      disability of the Consultant.

    


    5.4 Return
      of Company Property.
      Upon the
      termination or expiration of this Agreement, the Consultant shall immediately
      transfer to the Company all files (including, but not limited to, electronic
      files), records, documents, drawings, specifications, equipment and similar
      items in its possession relating to the business of the Company or its
      Confidential Information (including the work product of the Consultant created
      pursuant to this Agreement).

    


    6. Status
      of Consultant.
      The
      Consultant understands and agrees that its employees are not employees of the
      Company and that its employees shall not be entitled to receive employee
      benefits from the Company, including, but not limited to, sick leave, vacation,
      retirement, death benefits, or an automobile. The Consultant shall be
      responsible for providing, at the Consultant’s expense and in the Consultant’s
      name, disability, worker’s compensation or other insurance as well as licenses
      and permits usual or necessary for conducting the services hereunder.
      Furthermore, the Consultant shall pay, when and as due, any and all taxes
      incurred as a result of the Consultant’s compensation hereunder, including
      estimated taxes, and shall provide the Company with proof of said payments,
      upon
      demand. The Consultant hereby agrees to indemnify the Company for any claims,
      losses, costs, fees, liabilities, damages or injuries suffered by the Company
      arising out of the Consultant’s breach of this section.

    


    7. Representations
      by Consultant.
      The
      Consultant represents that the Consultant has the qualifications and ability
      to
      perform the services in a professional manner, without the advice, control,
      or
      supervision of the Company. The Consultant shall indemnify, defend, and hold
      harmless the Company, and the Company’s officers, directors, and shareholders
      from and against any and all claims, demands, losses, costs, expenses,
      obligations, liabilities, damages, recoveries, and deficiencies, including,
      without limitation, interest, penalties, and reasonable attorney fees and costs,
      that the Company may incur or suffer and that arise, result from, or are related
      to any breach or failure of the Consultant to perform any of the
      representations, warranties and agreements contained in this
      Agreement.

    


    
      
         

      

      
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    8. Business
      Expenses.
      The
      Company shall reimburse the Consultant for all reasonable business expenses
      incurred by the Consultant, provided that each such expenditure qualifies as
      a
      proper deduction on the Company’s federal and state income tax return and
      provided such expenses are approved in advance by the Chief Executive Officer.
      Each such expenditure shall be reimbursable only if the Consultant furnishes
      to
      the Company adequate records and other documentary evidence required by federal
      and state statutes and regulations issued by the appropriate taxing authorities
      for the substantiation of that expenditure as an income tax
      deduction.

    


    9. Notices. 
      Unless
      otherwise specifically provided in this Agreement, all notices or other
      communications (collectively and severally called “Notices”) required or
      permitted to be given under this Agreement, shall be in writing, and shall
      be
      given by: (A) personal delivery (which form of Notice shall be deemed to have
      been given upon delivery), (B) by telegraph or by private airborne/overnight
      delivery service (which forms of Notice shall be deemed to have been given
      upon
      confirmed delivery by the delivery agency), or (C) by electronic or facsimile
      or
      telephonic transmission, provided the receiving party has a compatible device
      or
      confirms receipt thereof (which forms of Notice shall be deemed delivered upon
      confirmed transmission or confirmation of receipt). Notices shall be addressed
      to the address set forth in the introductory section of this Agreement, or
      to
      such other address as the receiving party shall have specified most recently
      by
      like Notice, with a copy to the other party.

    


    10. Choice
      of Law and Venue.
      This
      Agreement shall be governed according to the laws of the State of California.
      Venue for any legal or equitable action between the Company and the Consultant
      which relates to this Agreement shall be in the County of Los
      Angeles.

    


    11. Entire
      Agreement.
      This
      Agreement supersedes any and all other agreements, either oral or in writing,
      between the parties hereto with respect to the services to be rendered by the
      Consultant to the Company and contains all of the covenants and agreements
      between the parties with respect to the services to be rendered by the
      Consultant to the Company in any manner whatsoever. Each party to this agreement
      acknowledges that no representations, inducements, promises, or agreements,
      orally or otherwise, have been made by any party, or anyone acting on behalf
      of
      any party, which is not embodied herein, and that no other agreement, statement,
      or promise not contained in this Agreement shall be valid or binding on either
      party.

    


    12. Counterparts.
      This
      Agreement may be executed manually or by facsimile signature in two or more
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute but one and the same instrument.

    


    13. Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal or
      unenforceable under present or future laws effective during the term of this
      Agreement, then and, in that event: (A) the performance of the offending term
      or
      provision (but only to the extent its application is invalid, illegal or
      unenforceable) shall be excused as if it had never been incorporated into this
      Agreement, and, in lieu of such excused provision, there shall be added a
      provision as similar in terms and amount to such excused provision as may be
      possible and be legal, valid and enforceable, and (B) the remaining part of
      this
      Agreement (including the application of the offending term or provision to
      persons or circumstances other than those as to which it is held invalid,
      illegal or unenforceable) shall not be affected thereby and shall continue
      in
      full force and effect to the fullest extent provided by law.

     

    
      
         

      

      
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    14. Preparation
      of Agreement.
      It
      is
      acknowledged by each party that such party either had separate and independent
      advice of counsel or the opportunity to avail itself or himself of same. In
      light of these facts it is acknowledged that no party shall be construed to
      be
      solely responsible for the drafting hereof, and therefore any ambiguity shall
      not be construed against any party as the alleged draftsman of this
      Agreement.

    


    15. No
      Assignment of Rights or Delegation of Duties by Consultant; Company’s Right to
      Assign.
      The
      Consultant’s rights and benefits under this Agreement are personal to it and
      therefore no such right or benefit shall be subject to voluntary or involuntary
      alienation, assignment or transfer. The Company may assign its rights
      and delegate its obligations under this Agreement to any other person or
      entity.

    


    16. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which together shall constitute one and the same
      instrument, binding on all parties hereto. Any signature page of this Agreement
      may be detached from any counterpart of this Agreement and reattached to any
      other counterpart of this Agreement identical in form hereto by having attached
      to it one or more additional signature pages.

    


    17. Electronically
      Transmitted Documents.
      If a
      copy or counterpart of this Agreement is originally executed and such copy
      or
      counterpart is thereafter transmitted electronically by facsimile or similar
      device, such facsimile document shall for all purposes be treated as if manually
      signed by the party whose facsimile signature appears.

    


    
      
         

      

      
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    WHEREFORE,
      the
      parties have executed this Agreement on the date first written
      above.

     

    
      	 	 	 
	 	“CONSULTANT”
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Clayton
              E. Woodrum
	 	 


      	 	 	 
	 	“COMPANY”
	 	Adera Mines Limited
	 
 	 
 	 
 
	 	By:  	 
	 	
              
J.
              Stewart Asbury III, its President
	 	 




    
      
         

      

      
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    EXHIBIT
      “A”

    


    DUTIES
      OF CONSULTANT

    


    All
      duties of a Chief Financial Officer including overseeing the financial books
      and
      records of the Company, preparing financial statements, preparing reports and
      registrations with the Securities and Exchange Commission (“SEC”), coordinating
      the audit of the Company’s books and records and financial statements,
      maintaining the Company’s compliance with all accounting regulations applicable
      to the Company, coordinating the Company’s compliance with the accounting and
      financial regulations of the SEC, the Securities Act of 1933 and the Securities
      Exchange Act of 1934 and the rules and regulations thereunder, including the
      Sarbanes-Oxley Act, hiring and supervising personnel in the booking keeping
      and
      accounting functions of the Company, reporting to the Chief Executive Officer
      or
      Board of Directors, as the Board of Directors may from time to time determine,
      together with all related or ancillary duties and services necessary or
      desirable to fulfill the foregoing.

    


    
      
         

      

      
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    EXHIBIT
      “B”

    


    OPTION
      Agreement

     

     

    8