AGREEMENT

    


    Agreement,
      dated July 31, 2006 by and between Euro Catalysts Capital Markets, having an
      address at 1 PVM, Suite 2821, Montréal, Québec H3B 4R4 (“Consultant”), and Adera
      Mines Limited, a Nevada corporation having an address 20710 Lassen
      Street,

    Chatsworth,
      California 91311 (the "Company").

    


    WHEREAS,
      the Company wishes to assure itself of the services of the Consultant, and
      the
      Consultant is willing to provide its services to the Company under the terms
      and
      conditions hereinafter provided.

    


      NOW
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements contained herein, the parties hereto do covenant and agree, as
      follows:

    


      1.
       Retention.
      The
      Company hereby retains Consultant to render to the Company the services
      described below, with respect to which the Consultant shall apply its best
      efforts and devote such time as shall be reasonably necessary to perform its
      duties hereunder and advance the interests of the Company. 

    


    2. Services.
      The
      services to be rendered by the Consultant to the Company shall consist of
services
      rendered related to locating and providing a shell corporation to be used to
      acquire one hundred percent (100%) of the outstanding common stock of Chatsworth
      Data Corporation (“CDC”), 

       3.
       Compensation.
      In
      consideration of Consultant’s services hereunder, concurrent with the closing of
      the acquisition of CDC by a shell corporation, Company shall pay to Consultant
      the following: (a) $350,000 by wire transfer of immediately available funds
      in
      accordance with the wire instructions set forth in Exhibit A hereto; and (b)
      1,000,000 warrants, each of which shall entitle the holder thereof to purchase
      one share of common stock of the Company at a purchase price of $0.30, expiring
      five years after the date of the Closing which shall be issued as instructed
      on
      Exhibit A hereto. 

    


    4.
       Piggy-Back
      Registration Rights. 

    


    (a)
       If
      at any
      time in the next twelve months, the Company shall determine to prepare and
      file
      with the Securities and Exchange Commission, a registration statement relating
      to an offering for its own account or the account of others, under the
      Securities Act of 1933, as amended (the “Act”), of any of its equity securities
      (other than a registration statement on Form S-8 or S-4 for a reorganization
      transaction) (the “Registration Statement”), then Company shall send Consultant
      written notice of such determination and if, within five (5) business days
      after
      receipt of such notice Consultant shall so request in writing, the Company
      shall
      include in such registration statement all or any part of the equity securities
      of the Company held by Consultant and such shares of common stock of the Company
      held in the quantities and by the persons listed on Exhibit B hereto (such
      persons shall be referred to as “former Adera holders”) included in Consultant’s
      request which request must include the information requested by the Company
      for
      the Selling Security Holders table for Consultant and former Adera holders
      (the
“Registrable Securities”). The Company shall have no obligation to provide
      communications directly to former Adera holders; its obligation to provide
      notice shall be fulfilled by written notice to Consultant as provided
      herein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
       Anything
      to the contrary herein notwithstanding, if the registration involves an offering
      by or through underwriters, then (i) Consultant and former Adera holders must
      sell its Registrable Securities to the underwriters selected by Company on
      the
      same terms and conditions as apply to other selling security holders; and (ii)
      that if, in connection with any underwritten public offering for the account
      of
      the Company the managing underwriter(s) thereof shall impose a limitation on
      the
      number of shares of common stock which may be included in the Registration
      Statement because, in such underwriter(s)’ judgment, marketing factors dictate
      such limitation is necessary to facilitate public distribution, then the Company
      shall be obligated to include in such Registration Statement only such limited
      portion of the Registrable Securities as the underwriter shall
      permit

     

    5. Rule
      144.
      As long
      as the Consultant or any former Adera holder owns any securities of the Company,
      the Company covenants to use its reasonable efforts timely file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by the Company hereof pursuant to Section 13(a)
      or
      15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and if the
      Company is not required to file reports pursuant to Section 13(a) or 15(d)
      of
      the Exchange Act, it will prepare and furnish to the Consultant and make
      publicly available in accordance with Rule 144(c) promulgated under the Act
      annual and quarterly financial statements, together with a discussion and
      analysis of such financial statements in form and substance substantially
      similar to those that would otherwise be required to be included in reports
      required by Section 13(a) or 15(d) of the Exchange Act, as well as any other
      information required thereby, in the time period that such filings would have
      been required to have been made under the Exchange Act. The Company further
      covenants that it will take such further action as the Consultant may request,
      all to the extent required from time to time to enable the Consultant or any
      former Adera holder to sell its shares of common stock of the Company without
      registration under the Act within the limitation of the exemptions provided
      by
      Rule 144 promulgated under the Act, including without limitation, instructing
      counsel to issue a legal opinion in connection with such proposed transfer
      provided that the cost of such legal opinion shall be at the expenses of the
      Consultant or former Adera holder as applicable..

     

    6.
       Miscellaneous.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior and
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof. This Agreement may be amended, modified,
      superseded or cancelled, and any of the terms, covenants, representations,
      warranties or conditions hereof may be waived, only by a written instrument
      executed by the parties hereto. This Agreement may not be assigned by
      Consultantt, by operation of law or otherwise, without the Company’s prior
      written consent, and any such attempted assignment shall be null and void and
      of
      no force or effect; subject to the foregoing restriction, this Agreement will
      be
      binding on, inure to the benefit of, and be enforceable against the parties
      and
      their respective successors and assigns. A party’s failure to enforce the strict
      performance of any provision of this Agreement will not constitute a waiver
      of
      its right to subsequently enforce such provision or any other provision of
      this
      Agreement.This Agreement shall be governed, construed and enforced in accordance
      with the laws of the State of California and the federal laws of United States
      applicable therein, without giving effect to principles of conflicts of law.
      The
      parties hereby irrevocably consent to the in personam jurisdiction and venue
      of
      the state or federal courts located in the County of Los Angeles, California,
      in
      connection with any action or proceeding arising out of or relating to this
      Agreement or the transactions and the relationships established thereunder.
      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      on the date first written above.

    


    THE
      COMPANY: 

    


    ADERA
      MINES LIMITED

    


    By:
       _____________________

    Name:
       J.
      STEWART ASBURY III

    Title:
       PRESIDENT

    


    CONSULTANT:

    


    EURO
      CATALYSTS CAPITAL MARKETS

    


    By:
       _____________________

    Name:
       Francis
      Mailhot

    Title:
       _____________________ 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      A

    Warrant
      Recipients and Wire Instructions

     

    
      	
              Euro
                Catalyst Capital Markets

            	 	
              400,000

            
	
              1
                PVM, Suite 2821

            	 	 
	
              Montréal,
                QC, Canada H3B 4R4

            	 	 
	
              SS#
                : NA

            	 	 
	 	 	 
	
              Francis
                Mailhot

            	 	
              500,000

            
	
              32
                De Falaise

            	 	 
	
              Blainville,
                QC, Canada J7B 1X6

            	 	 
	
              SS#
                : NA

            	 	 
	 	 	 
	 	 	 
	
              Steve
                Bourbonnais

            	 	
              100,000

            
	
              118
                Rue du Rhône, 4th floor

            	 	 
	
              1204
                Geneva, Switzerland

            	 	 
	
              SS#
                : NA