INVESTOR
      RIGHTS AGREEMENT

     

    This
      Investor Rights Agreement is made and entered into as of July 31, 2006 (this
      “Agreement”),
      among
      Adera Mines Limited, a Nevada corporation (the “Company”),
      and
      each of the purchasers executing this Agreement and listed on Schedule
      1
      attached
      hereto (collectively, the “Purchasers”).
      

     

    This
      Agreement is being entered into pursuant to the Common Stock and Warrant
      Purchase Agreement dated as of the date hereof, by and among the Company and
      the
      Purchasers (the “Purchase
      Agreement”).

     

    The
      Company and the Purchasers hereby agree as follows: 

     

    1. Certain
      Definitions.

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings given such
      terms in the Purchase Agreement. As used in this Agreement, the following terms
      shall have the following meanings: 

     

    “Advice”
shall
      have the meaning set forth in Section 3(m). 

     

    “Affiliate”
means,
      with respect to any Person, any other Person that directly or indirectly
      controls or is controlled by or under common control with such Person. For
      the
      purposes of this definition, “control,” when used with respect to any Person,
      means the possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities, by contract or otherwise; and the terms of
      “affiliated,” “controlling” and “controlled” have meanings correlative to the
      foregoing.

     

    “Blackout
      Period”
shall
      have the meaning set forth in Section 3(n).

     

    “Board”
shall
      have the meaning set forth in Section 3(n). 

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a federal or state
      legal holiday or a day on which banking institutions in the State of New York
      generally are authorized or required by law or other government actions to
      close.

     

    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the Company's Common Stock, par value $0.00001.

     

    “Effectiveness
      Date”
shall
      have the meaning set forth in Section 2.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2.

     

    “Event”
shall
      have the meaning set forth in Section 7(e). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Filing
      Date”
means
      the 60th day following the Closing Date.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities, including without limitation the Purchasers and their assignees.
      

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a). 

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    “Prospectus”
means
      the prospectus included in any Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by such Registration Statement,
      and all other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference in such
      Prospectus.

     

    “Purchased
      Shares”
means
      the shares of Common Stock purchased by the Purchasers pursuant to the Purchase
      Agreement and includes, without limitation, shares of Common Stock issued upon
      an adjustment pursuant to Article VI of the Purchase Agreement.

     

    “Registrable
      Securities”
means
      (a) the Purchased Shares and the Warrant Shares (without regard to any
      limitations on beneficial ownership contained in the Purchase Agreement or
      Warrants) or other securities issued or issuable to each Purchaser or its
      transferee or designee (i) upon exercise of the Warrants, or (ii) upon any
      distribution with respect to, any exchange for or any replacement of such
      Purchased Shares or Warrants or (iii) upon any conversion, exercise or exchange
      of any securities issued in connection with any such distribution, exchange
      or
      replacement; (b) securities issued or issuable upon any stock split, stock
      dividend, recapitalization or similar event with respect to the foregoing;
      and
      (c) any other security issued as a dividend or other distribution with respect
      to, in exchange for, in replacement or redemption of, or in reduction of the
      liquidation value of, any of the securities referred to in the preceding
      clauses; provided, however, that such securities shall cease to be Registrable
      Securities when such securities have been sold to or through a broker or dealer
      or underwriter in a public distribution or a public securities transaction
      or
      when such securities may be sold without any restriction pursuant to Rule 144(k)
      as determined by the counsel to the Company pursuant to a written opinion
      letter, addressed to the Company's transfer agent to such effect as described
      in
      Section 2 of this Agreement.

     

    
      
         

      

      
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    “Registration
      Statement”
means
      the registration statements and any additional registration statements
      contemplated by Section 2, including (in each case) the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference in such registration statement.

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      158”
means
      Rule 158 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Special
      Counsel”
means
      Wiggin and Dana LLP. 

     

    “Warrant
      Shares”
means
      the shares of Common Stock issued or issuable upon the exercise of the Warrants
      issued or to be issued to the Purchasers or their assignees or designees in
      connection with the offering consummated under the Purchase Agreement.


     

    2. Registration.
      As soon
      as possible following the Closing Date (but not later than the Filing Date),
      the
      Company shall prepare and file with the Commission a “shelf” Registration
      Statement covering all Registrable Securities for a secondary or resale offering
      to be made on a continuous basis pursuant to Rule 415. The Registration
      Statement shall be on Form S-3 (or if such form is not available to the Company
      on Form S-1 or another form appropriate for such registration in accordance
      herewith). The Company shall use its best efforts to cause the Registration
      Statement to be declared effective under the Securities Act not later than
      the
      date that is sixty (60) days, or, if the Registration Statement is reviewed
      by
      the Commission, ninety (90) days, after the date on which the Registration
      Statement is filed with the Commission (as applicable, the “Effectiveness
      Date”)
      and to
      keep such Registration Statement continuously effective under the Securities
      Act, subject to Section 3(n) hereof, until such date as is the earlier of (x)
      the date when all Registrable Securities covered by such Registration Statement
      have been sold or (y) with respect to any Holder, such time as all Registrable
      Securities held by such Holder may be sold without any restriction pursuant
      to
      Rule 144(k) as determined by the counsel to the Company pursuant to a written
      opinion letter addressed to the Company's transfer agent to such effect (the
      “Effectiveness
      Period”).
      For
      purposes of the obligations of the Company under this Agreement, no Registration
      Statement shall be considered “effective” with respect to any Registrable
      Securities unless such Registration Statement lists the Holders of such
      Registrable Securities as “Selling Stockholders” and includes such other
      information as is required to be disclosed with respect to such Holders to
      permit them to sell their Registrable Securities pursuant to such Registration
      Statement, unless any such Holder is not included as a “Selling Stockholder”
pursuant to Section 3(m). Such Registration Statement also shall cover, to
      the
      extent allowable under the Securities Act and the Rules promulgated thereunder
      (including Securities Act Rule 416), such indeterminate number of additional
      shares of Common Stock resulting from stock splits, stock dividends or similar
      transactions with respect to the Registrable Securities. Whether or not the
      Effectiveness Date has occurred, if the Company is notified (orally or in
      writing, whichever is earlier) by the Commission that a Registration Statement
      will not be “reviewed,” or not be subject to further review, then the Company
      shall file with the Commission a request for acceleration of effectiveness
      in
      accordance with Rule 461 promulgated under the Securities Act within three
      (3)
      Business Days following receipt of such notice from the Commission.

     

    
      
         

      

      
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    3. Registration
      Procedures.

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    (a)
      Prepare and file with the Commission on or prior to the Filing Date, a
      Registration Statement on Form S-3 (or if such form is not available to the
      Company on Form S-1 or another form appropriate for such registration in
      accordance herewith) (which shall include a Plan of Distribution substantially
      in the form of Exhibit
      A
      attached
      hereto), and cause the Registration Statement to become effective and remain
      effective as provided herein; provided, however, that not less than three (3)
      Business Days prior to the filing of the Registration Statement or any related
      Prospectus or any amendment or supplement thereto, the Company shall (i) furnish
      to the Special Counsel, copies of all such documents proposed to be filed,
      which
      documents (other than those incorporated by reference) will be subject to the
      review of such Special Counsel, and (ii) at the request of any Holder cause
      its
      officers and directors, counsel and independent certified public accountants
      to
      respond to such inquiries as shall be necessary, in the reasonable opinion
      of
      counsel to such Holders, to conduct a reasonable investigation within the
      meaning of the Securities Act. The Company shall not file the Registration
      Statement or any such Prospectus or any amendments or supplements thereto to
      which the Holders of a majority of the Registrable Securities or the Special
      Counsel shall reasonably object within three (3) Business Days after their
      receipt thereof; provided, however, that if the Registration Statement is
      provided to the Special Counsel and in the reasonable opinion of counsel to
      the
      Company complies with the requirements of this Agreement and is ready to be
      filed with the Commission, then no liquidated damages shall accrue with respect
      to any delay in filing after the Filing Date that results from such objection
      and the Effectiveness Date will be correspondingly extended by the number of
      days of delay after the Filing Date resulting from such objection. In the event
      of any such objection, the Holders shall provide the Company with any and all
      requested revisions to such prospectus or supplement within two (2) Business
      Days of such objection.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement as may be necessary to keep the
      Registration Statement continuously effective as to all of the Registrable
      Securities for the Effectiveness Period and to the extent any Registrable
      Securities are not included in such Registration Statement for reasons other
      than the failure of the Holder to comply with Section 3(m) hereof (including,
      without limitation, Registrable Securities issued or issuable upon adjustment
      pursuant to Article VI of the Purchase Agreement), shall prepare and file with
      the Commission such amendments to the Registration Statement or such additional
      Registration Statements in order to register for resale under the Securities
      Act
      all Registrable Securities and cause such amendments or additional Registration
      Statements to be declared effective as soon as practicable following the time
      at
      which the Company would be permitted by applicable law and by the rules and
      regulations of the Commission to register such Registrable Securities; (ii)
      cause the related Prospectus to be amended or supplemented by any required
      Prospectus supplement, and as so supplemented or amended to be filed pursuant
      to
      Rule 424 (or any similar provisions then in force) promulgated under the
      Securities Act; (iii) respond as promptly as possible, and in no event later
      than ten (10) Business Days (or 15 Business Days if the comments relate to
      accounting matters), to any comments received from the Commission with respect
      to the Registration Statement or any amendment thereto and as promptly as
      reasonably possible provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to the Registration
      Statement; and (iv) comply in all material respects with the provisions of
      the
      Securities Act and the Exchange Act with respect to the disposition of all
      Registrable Securities covered by the Registration Statement during the
      applicable period in accordance with the intended methods of disposition by
      the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented.

     

    
      
         

      

      
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    (c) Notify
      Holders of Registrable Securities to be sold and the Special Counsel as promptly
      as possible (A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to the Registration Statement is proposed to be filed (but in no
      event
      in the case of this subparagraph (A), less than three (3) Business Days prior
      to
      date of such filing); (B) when the Commission notifies the Company whether
      there
      will be a “review” of such Registration Statement and whenever the Commission
      comments in writing on such Registration Statement; and (C) with respect to
      the
      Registration Statement or any post-effective amendment, when the same has become
      effective, and after the effectiveness thereof: (i) of any request by the
      Commission or any other Federal or state governmental authority for amendments
      or supplements to the Registration Statement or Prospectus or for additional
      information; (ii) of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement covering any or all of the
      Registrable Securities or the initiation of any Proceedings for that purpose;
      (iii) of the receipt by the Company of any notification with respect to the
      suspension of the qualification or exemption from qualification of any of the
      Registrable Securities for sale in any jurisdiction, or the initiation or
      threatening of any Proceeding for such purpose; and (iv) if the financial
      statements included in the Registration Statement become ineligible for
      inclusion therein or of the occurrence of any event that makes any statement
      made in the Registration Statement or Prospectus or any document incorporated
      or
      deemed to be incorporated therein by reference untrue in any material respect
      or
      that requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading. Without limitation to any remedies to which the
      Holders may be entitled under this Agreement, if any of the events described
      in
      Section 3(c)(C)(i), 3(c)(C)(ii) and 3(c)(C)(iii) occur, the Company shall use
      its best efforts to respond to and correct the event.

     

    (d) Use
      its
      best efforts to avoid the issuance of, or, if issued, use best efforts to obtain
      the withdrawal of, (i) any order suspending the effectiveness of the
      Registration Statement or (ii) any suspension of the qualification (or exemption
      from qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable time. 

     

    
      
         

      

      
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    (e) If
      requested by any Holder of Registrable Securities, (i) promptly incorporate
      in a
      Prospectus supplement or post-effective amendment to the Registration Statement
      such information as the Company reasonably agrees should be included therein
      and
      (ii) make all required filings of such Prospectus supplement or such
      post-effective amendment as soon as practicable after the Company has received
      notification of the matters to be incorporated in such Prospectus supplement
      or
      post-effective amendment.

     

    (f) Furnish
      to each Holder and the Special Counsel, without charge, at least one conformed
      copy of each Registration Statement and each amendment thereto, including
      financial statements and schedules, and all exhibits to the extent requested
      by
      such Person (including those previously furnished or incorporated by reference)
      promptly after the filing of such documents with the Commission.

     

    (g) Promptly
      deliver to each Holder and the Special Counsel, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request; and
      the
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by each of the selling Holders in connection with the
      offering and sale of the Registrable Securities covered by such Prospectus
      and
      any amendment or supplement thereto. 

     

    (h) Prior
      to
      any public offering of Registrable Securities, use its best efforts to register
      or qualify or cooperate with the selling Holders and the Special Counsel in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States as any Holder requests in writing, to keep each such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do any and all other acts or things necessary or advisable to enable
      the
      disposition in such jurisdictions of the Registrable Securities covered by
      a
      Registration Statement; provided, however, that the Company shall not be
      required to qualify generally to do business in any jurisdiction where it is
      not
      then so qualified or to take any action that would subject it to general service
      of process in any jurisdiction where it is not then so subject or subject the
      Company to any material tax in any such jurisdiction where it is not then so
      subject.

     

    
      
         

      

      
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    (i) Cooperate
      with the Holders to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold pursuant to a
      Registration Statement, which certificates shall be free, to the extent
      permitted by applicable law and the Purchase Agreement, of all restrictive
      legends, and to enable such Registrable Securities to be in such denominations
      and registered in such names as any Holder may request at least two (2) Business
      Days prior to any sale of Registrable Securities. In connection therewith,
      the
      Company shall promptly after the effectiveness of the Registration Statement
      cause an opinion of counsel to be delivered to and maintained with its transfer
      agent, together with any other authorizations, certificates and directions
      required by the transfer agent, which authorize and direct the transfer agent
      to
      issue such Registrable Securities without legend upon sale by the Holder of
      such
      shares of Registrable Securities under the Registration Statement.

     

    (j) Following
      the occurrence of any event contemplated by Section 3(c)(C)(iv), as promptly
      as
      possible, prepare a supplement or amendment, including a post-effective
      amendment, to the Registration Statement or a supplement to the related
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference, and file any other required document so that, as thereafter
      delivered, neither the Registration Statement nor such Prospectus will contain
      an untrue statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein, in the light
      of the circumstances under which they were made, not misleading. 

     

    (k) Cause
      all
      Registrable Securities relating to such Registration Statement to be listed
      on
      any United States securities exchange, quotation system, market or
      over-the-counter bulletin board, if any, on which similar securities issued
      by
      the Company are then listed. 

     

    (l) Comply
      in
      all material respects with all applicable rules and regulations of the
      Commission and make generally available to its security holders earnings
      statements satisfying the provisions of Section 11(a) of the Securities Act
      and
      Rule 158 not later than 45 days after the end of any 3-month period (or 90
      days
      after the end of any 12-month period if such period is a fiscal year) commencing
      on the first day of the first fiscal quarter of the Company after the effective
      date of the Registration Statement, which statement shall conform to the
      requirements of Rule 158.

     

    (m) Request
      each selling Holder to furnish to the Company information regarding such Holder
      and the distribution of such Registrable Securities as is required by law or
      the
      Commission to be disclosed in the Registration Statement, and the Company may
      exclude from such registration the Registrable Securities of any such Holder
      who
      fails to furnish such information within a reasonable time prior to the filing
      of each Registration Statement, supplemented Prospectus and/or amended
      Registration Statement.

     

    If
      the
      Registration Statement refers to any Holder by name or otherwise as the holder
      of any securities of the Company, then such Holder shall have the right to
      require (if such reference to such Holder by name or otherwise is not required
      by the Securities Act or any similar federal statute then in force) the deletion
      of the reference to such Holder in any amendment or supplement to the
      Registration Statement filed or prepared subsequent to the time that such
      reference ceases to be required.

     

    
      
         

      

      
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    Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c)(C)(i), 3(c)(C)(ii), 3(c)(C)(iii), 3(c)(C)(iv), or
      3(n), such Holder will forthwith discontinue disposition of such Registrable
      Securities under the Registration Statement until such Holder's receipt of
      the
      copies of the supplemented Prospectus and/or amended Registration Statement
      contemplated by Section 3(j), or until it is advised in writing (the
“Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement.

     

    (n) If
      (i)
      there is material non-public information regarding the Company which the
      Company's Board of Directors (the “Board”)
      reasonably determines not to be in the Company's best interest to disclose
      and
      which the Company is not otherwise required to disclose, or (ii) there is a
      significant business opportunity (including, but not limited to, the acquisition
      or disposition of assets (other than in the ordinary course of business) or
      any
      merger, consolidation, tender offer or other similar transaction) available
      to
      the Company which the Board reasonably determines not to be in the Company's
      best interest to disclose and which the Company would be required to disclose
      under the Registration Statement, then the Company may postpone or suspend
      filing or effectiveness of a registration statement for a period not to exceed
      20 consecutive days, provided that the Company may not postpone or suspend
      its
      obligation under this Section 3(n) for more than 40 days in the aggregate during
      any 12 month period (each, a “Blackout
      Period”).

     

    4. Registration
      Expenses.

     

    All
      fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company shall be borne by the Company whether or not the Registration
      Statement is filed or becomes effective and whether or not any Registrable
      Securities are sold pursuant to the Registration Statement. The fees and
      expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with any
      securities exchange, quotation system, market or over-the-counter bulletin
      board
      on which Registrable Securities are required hereunder to be listed, (B) with
      respect to filings required to be made with the Commission, and (C) in
      compliance with state securities or Blue Sky laws (including, without
      limitation, reasonable and documented fees and disbursements of Special Counsel
      in connection with Blue Sky qualifications of the Registrable Securities and
      determination of the eligibility of the Registrable Securities for investment
      under the laws of such jurisdictions as the Holders of a majority of Registrable
      Securities may designate)), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities and
      of
      printing or photocopying prospectuses), (iii) messenger, telephone and delivery
      expenses, (iv) Securities Act liability insurance, if the Company so desires
      such insurance, (v) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement, including, without limitation, the Company's independent public
      accountants (including, in the case of an underwritten offering, the expenses
      of
      any comfort letters or costs associated with the delivery by independent public
      accountants of a comfort letter or comfort letters) and legal counsel, and
      (vi)
      reasonable and documented fees and expenses of the Special Counsel (not to
      exceed $7,500) in connection with any Registration Statement hereunder. In
      addition, the Company shall be responsible for all of its internal expenses
      incurred in connection with the consummation of the transactions contemplated
      by
      this Agreement (including, without limitation, all salaries and expenses of
      its
      officers and employees performing legal or accounting duties), the expense
      of
      any annual audit, the fees and expenses incurred in connection with the listing
      of the Registrable Securities on any securities exchange as required
      hereunder.

     

    
      
         

      

      
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    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each Person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained or incorporated by reference in the Registration
      Statement, any Prospectus or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      Prospectus or form of prospectus or amendment or supplement thereto, in the
      light of the circumstances under which they were made) not misleading, except
      to
      the extent, but only to the extent, that (i) such untrue statements or omissions
      are based solely upon information regarding such Holder furnished in writing
      to
      the Company by such Holder expressly for use therein, which information was
      reasonably relied on by the Company for use therein or to the extent that such
      information relates to (x) such Holder and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement,
      such
      Prospectus or such form of prospectus or in any amendment or supplement thereto
      or (y) such Holder's proposed method of distribution of Registrable Securities
      as set forth in Exhibit
      A
      (or as
      such Holder otherwise informs the Company in writing); or (ii) in the case
      of an
      occurrence of an event of the type described in Section 3(c)(C)(ii),
      3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or
      defective Prospectus after the delivery to the Holder of written notice from
      the
      Company that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 3(m); provided, however,
      that
      the indemnity agreement contained in this Section 5(a) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Company, which consent shall not be
      unreasonably withheld. The Company shall notify the Holders promptly of the
      institution, threat or assertion of any Proceeding of which the Company is
      aware
      in connection with the transactions contemplated by this Agreement. Such
      indemnity shall remain in full force and effect regardless of any investigation
      made by or on behalf of an Indemnified Party (as defined in Section 5(c) to
      this
      Agreement) and shall survive the transfer of the Registrable Securities by
      the
      Holders.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents and employees
      of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising solely out of or based solely
      upon any untrue statement of a material fact contained in the Registration
      Statement, any Prospectus, or any form of prospectus, or in any amendment or
      supplement thereto, or arising solely out of or based solely upon any omission
      of a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in the light of the circumstances under which they were
      made) not misleading, to the extent, but only to the extent, that (i) such
      untrue statement or omission is contained in or omitted from any information
      so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      the Registration Statement or such Prospectus and that such information was
      reasonably relied upon by the Company for use in the Registration Statement,
      such Prospectus, or in any amendment or supplement thereto, or to the extent
      that such information relates to (x) such Holder and was reviewed and expressly
      approved in writing by such Holder expressly for use in the Registration
      Statement, such Prospectus, or such form of prospectus or in any amendment
      or
      supplement thereto or (y) such Holder's proposed method of distribution of
      Registrable Securities as set forth in Exhibit
      A
      (or as
      such Holder otherwise informs the Company in writing) or (ii) in the case of
      an
      occurrence of an event of the type described in Section 3(c)(C)(ii),
      3(c)(C)(iii), 3(c)(C)(iv) or 3(n), the use by a Holder of an outdated or
      defective Prospectus after the delivery to the Holder of written notice from
      the
      Company that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 3(m); provided, however,
      that
      the indemnity agreement contained in this Section 5(b) shall not apply to
      amounts paid in settlement of any Losses if such settlement is effected without
      the prior written consent of the Holder, which consent shall not be unreasonably
      withheld. Notwithstanding anything to the contrary contained herein, the Holder
      shall be liable under this Section 5(b) for only that amount as does not exceed
      the net proceeds to such Holder as a result of the sale of Registrable
      Securities pursuant to such Registration Statement. 

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all reasonable fees and expenses incurred
      in connection with defense thereof; provided, that the failure of any
      Indemnified Party to give such notice shall not relieve the Indemnifying Party
      of its obligations or liabilities pursuant to this Agreement, except (and only)
      to the extent that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further review)
      that such failure shall have proximately and materially adversely prejudiced
      the
      Indemnifying Party. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; or (2) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense thereof
      and such counsel shall be at the reasonable expense of the Indemnifying Party).
      The Indemnifying Party shall not be liable for any settlement of any such
      Proceeding effected without its written consent, which consent shall not be
      unreasonably withheld. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding and does
      not
      impose any monetary or other obligation or restriction on the Indemnified Party.
      

     

    All
      reasonable fees and expenses of the Indemnified Party (including reasonable
      fees
      and expenses to the extent incurred in connection with investigating or
      preparing to defend such Proceeding in a manner not inconsistent with this
      Section) shall be paid to the Indemnified Party, as incurred, within ten (10)
      Business Days of written notice thereof to the Indemnifying Party, which notice
      shall be delivered no more frequently than on a monthly basis (regardless of
      whether it is ultimately determined that an Indemnified Party is not entitled
      to
      indemnification hereunder; provided, that the Indemnifying Party may require
      such Indemnified Party to undertake to reimburse all such fees and expenses
      to
      the extent it is finally judicially determined that such Indemnified Party
      is
      not entitled to indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties' relative intent, knowledge, access to information and opportunity
      to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in Section 5(c), any reasonable attorneys' or
      other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. Notwithstanding anything to the
      contrary contained herein, the Holder shall be required to contribute under
      this
      Section 5(d) for only that amount as does not exceed the net proceeds to such
      Holder as a result of the sale of Registrable Securities pursuant to such
      Registration Statement. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph. No Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation. 

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. The indemnity and contribution agreements herein are in addition to
      and
      not in diminution or limitation of any indemnification provisions under the
      Purchase Agreement.

     

    6. Rule
      144.

     

    As
      long
      as any Holder owns Purchased Shares, Warrants or Warrant Shares, the Company
      covenants to timely file (or obtain extensions in respect thereof and file
      within the applicable grace period) all reports required to be filed by the
      Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
      Act. As long as any Holder owns Purchased Shares, Warrants or Warrant Shares,
      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 Holders and make
      publicly available in accordance with Rule 144(c) promulgated under the
      Securities 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 any Holder may
      reasonably request, all to the extent required from time to time to enable
      such
      Person to sell Purchased Shares and Warrant Shares without registration under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      promulgated under the Securities Act, including compliance with the provisions
      of the Purchase Agreement relating to the transfer of the Purchased Shares
      and
      Warrant Shares. Upon the request of any Holder, the Company shall deliver to
      such Holder a written certification of a duly authorized officer as to whether
      it has complied with such requirements.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    (b) No
      Inconsistent Agreements.
      Except
      as otherwise disclosed in the Purchase Agreement, neither the Company nor any
      of
      its subsidiaries is a party to an agreement currently in effect, nor shall
      the
      Company or any of its subsidiaries, on or after the date of this Agreement,
      enter into any agreement with respect to its securities that is inconsistent
      with the rights granted to the Holders in this Agreement or otherwise conflicts
      with the provisions hereof. Without limiting the generality of the foregoing,
      without the written consent of the Holders of a majority of the then outstanding
      Registrable Securities, the Company shall not grant to any Person the right
      to
      request the Company to register any securities of the Company under the
      Securities Act unless the rights so granted are subject in all respects to
      the
      rights of the Holders set forth herein, and are not otherwise in conflict with
      the provisions of this Agreement. Except for a registration statement on Form
      S-8, in no case shall the Company file any registration statement with the
      Commission until the date which is the number of days after the date on which
      the Registration Statement is declared effective (the “Effective
      Date”)
      equal
      to the sum of (X) one hundred eighty (180) days, plus (Y) the number of days,
      if
      any, during which the sale of Registrable Securities was suspended after the
      Effective Date (including, without limitation, pursuant to Section
      3(n)).

     

    (c) Notice
      of Effectiveness.
      Within
      two (2) Business Days after the Registration Statement which includes the
      Registrable Securities is ordered effective by the Commission, the Company
      shall
      deliver, and shall cause legal counsel for the Company to deliver, to the
      transfer agent for such Registrable Securities (with copies to the Holders
      whose
      Registrable Securities are included in such Registration Statement) confirmation
      that the Registration Statement has been declared effective by the Commission
      in
      the form attached hereto as Exhibit
      B.

     

    (d) Piggy-Back
      Registrations.
      If at
      any time when there is not an effective Registration Statement covering all
      of
      the Registrable Securities, the Company shall determine to prepare and file
      with
      the Commission a registration statement relating to an offering for its own
      account or the account of others under the Securities Act of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under the
      Securities Act) or its then equivalents relating to equity securities to be
      issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, the Company shall send to each Holder of Registrable Securities
      written notice of such determination and, if within seven (7) Business Days
      after receipt of such notice, any such Holder shall so request in writing (which
      request shall specify the Registrable Securities intended to be disposed of
      by
      the Holder), the Company will cause the registration under the Securities Act
      of
      all Registrable Securities which the Company has been so requested to register
      by the Holder, to the extent required to permit the disposition of the
      Registrable Securities so to be registered, provided that if at any time after
      giving written notice of its intention to register any securities and prior
      to
      the effective date of the registration statement filed in connection with such
      registration, the Company shall determine for any reason not to register or
      to
      delay registration of such securities, the Company may, at its election, give
      written notice of such determination to such Holder and, thereupon, (i) in
      the
      case of a determination not to register, shall be relieved of its obligation
      to
      register any Registrable Securities in connection with such registration (but
      not from its obligation to pay expenses in accordance with Section 4 hereof),
      and (ii) in the case of a determination to delay registering, shall be permitted
      to delay registering any Registrable Securities being registered pursuant to
      this Section 7(d) for the same period as the delay in registering such other
      securities. The Company shall include in such registration statement all or
      any
      part of such Registrable Securities such Holder requests to be registered.
      In
      the case of an underwritten public offering, if the managing underwriter(s)
      or
      underwriter(s) should reasonably object to the inclusion of the Registrable
      Securities in such registration statement, then if the Company after
      consultation with the managing underwriter should reasonably determine that
      the
      inclusion of such Registrable Securities, would materially adversely affect
      the
      offering contemplated in such registration statement, and based on such
      determination recommends inclusion in such registration statement of fewer
      or
      none of the Registrable Securities of the Holders, then (x) the number of
      Registrable Securities of the Holders included in such registration statement
      shall be reduced pro-rata among such Holders (based upon the number of
      Registrable Securities requested to be included in the registration), if the
      Company after consultation with the underwriter(s) recommends the inclusion
      of
      fewer Registrable Securities, or (y) none of the Registrable Securities of
      the
      Holders shall be included in such registration statement, if the Company after
      consultation with the underwriter(s) recommends the inclusion of none of such
      Registrable Securities; provided, however, that if securities are being offered
      for the account of other persons or entities as well as the Company, such
      reduction shall not represent a greater fraction of the number of Registrable
      Securities intended to be offered by the Holders than the fraction of similar
      reductions imposed on such other persons or entities (other than the
      Company).

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (e) Failure
      to File Registration Statement; Failure to Get Effective and Other
      Events.
      The
      Company and the Holders agree that the Holders will suffer damages if the
      Registration Statement is not filed on or prior to the Filing Date, declared
      effective on or prior to the Effectiveness Date and maintained in the manner
      contemplated herein during the Effectiveness Period or if another Event (as
      defined below) shall occur. The Company and the Holders further agree that
      it
      would not be feasible to ascertain the extent of such damages with precision.
      Accordingly, if (i) the Registration Statement is not filed on or prior to
      the
      Filing Date, or (ii) the Company fails to file with the Commission a request
      for
      acceleration in accordance with Rule 461 promulgated under the Securities Act
      within three (3) Business Days following the date that the Company is notified
      (orally or in writing, whichever is earlier) by the Commission that a
      Registration Statement will not be “reviewed,” or not subject to further review,
      or, (iii) the Registration Statement is not declared effective by the Commission
      on or prior to the Effectiveness Date, or (iv) the Registration Statement is
      filed with and declared effective by the Commission but thereafter ceases to
      be
      effective as to all Registrable Securities at any time prior to the expiration
      of the Effectiveness Period, without being succeeded immediately by a subsequent
      Registration Statement filed with the Commission, except as otherwise permitted
      by this Agreement, including pursuant to Section 3(n), or (v) an amendment
      or
      additional Registration Statement required to be filed pursuant to Section
      3(b)
      is either (A) not filed within 30 days following the date that the Company
      would
      first be permitted pursuant to applicable law and the rules and regulations
      of
      the Commission to register the applicable Registrable Securities or (B) is
      not
      declared effective within 30 days following the date on which it is filed,
      or
      (vi) trading in the Common Stock shall be suspended or if the Common Stock
      is
      delisted from any securities exchange, quotation system, market or
      over-the-counter bulletin board on which Registrable Securities are required
      hereunder to be listed (each an “Exchange”),
      without immediately being listed on any other Exchange, for any reason for
      more
      than one (1) Business Day, other than pursuant to Section 3(n), or (vii) the
      rights of any Holder to exercise into Warrant Shares are suspended for any
      reason without the consent of the particular Holder (any such failure or breach
      being referred to as an “Event”),
      the
      Company shall pay as liquidated damages for such failure and not as a penalty
      to
      each Holder an amount equal to one percent (1%) of such Holder's Subscription
      Amount for each thirty (30) day period until the applicable Event has been
      cured, which shall be pro rated for such periods less than thirty (30) days
      (the
“Periodic
      Amount”).
      Payments to be made pursuant to this Section 7(e) shall be due and payable
      immediately upon demand in immediately available cash funds; provided that
      if
      the Common Stock is then listed on a Trading Market (as defined in the Purchase
      Agreement) payments with respect to an Event described in clause (iii) of the
      foregoing sentence shall be payable at the option of the Company in either
      cash
      or Common Stock valued at the closing price of the Common Stock (or if there
      is
      no closing price, then the closing bid price) on the date the applicable
      Periodic Amount became due (or if such date is not a Business Day then on the
      immediately preceding Business Day). The parties agree that the Periodic Amount
      represents a reasonable estimate on the part of the parties, as of the date
      of
      this Agreement, of the amount of damages that may be incurred by the Holders
      if
      the Registration Statement is not filed on or prior to the Filing Date, declared
      effective on or prior to the Effectiveness Date and maintained in the manner
      contemplated herein during the Effectiveness Period or if any other Event as
      described herein has occurred. Notwithstanding the foregoing, the Company shall
      remain obligated to cure the breach or correct the condition that caused the
      Event, and the Holder shall have the right to take any action necessary or
      desirable to enforce such obligation.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (f) Specific
      Enforcement, Consent to Jurisdiction.
      

     

    (i) The
      Company and the Holders acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

     

    (ii) Each
      of
      the Company and the Holders (i) hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts located in New York City, New
      York
      for the purposes of any suit, action or proceeding arising out of or relating
      to
      this Agreement and (ii) hereby waives, and agrees not to assert in any such
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of such court, that the suit, action or proceeding is brought
      in an
      inconvenient forum or that the venue of the suit, action or proceeding is
      improper. Each of the Company and the Holders consents to process being served
      in any such suit, action or proceeding by mailing a copy thereof to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing in this Section 7(g) shall affect or limit any right to serve
      process in any other manner permitted by law. 

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (g) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and the Holders of at least a majority of the Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of the Registrable Securities to which
      such waiver or consent relates; provided, however, that the provisions of this
      sentence may not be amended, modified, or supplemented except in accordance
      with
      the provisions of the immediately preceding sentence.

     

    (i) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earlier of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile telephone number specified for
      notice prior to 5:00 p.m., New York City time, on a Business Day, (ii) the
      next
      Business Day after the date of transmission, if such notice or communication
      is
      delivered via facsimile at the facsimile number specified in this Section on
      a
      day that is not a Business Day or later than 5:00 p.m., New York City time,
      on
      any date and earlier than 11:59 p.m., New York City time, on such date, (iii)
      the Business Day following the date of mailing, if sent by nationally recognized
      overnight courier service such as Federal Express or (iv) actual receipt by
      the
      party to whom such notice is required to be given. The addresses for such
      communications shall be with respect to each Holder at its address set forth
      under its name on Schedule
      1
      attached
      hereto, or with respect to the Company, addressed to: 

     

    Adera
      Mines Limited

    20710
      Lassen Street

    Chatsworth,
      CA 91311

    Attention:
      Chief Financial Officer

    Facsimile
      No.: 818-341-3002

    


    or
      to
      such other address or addresses or facsimile number or numbers as any such
      party
      may most recently have designated in writing to the other parties hereto by
      such
      notice. Copies of notices to the Company shall be sent to: 

     

    Richardson
      Patel LLP

    10900
      Wilshire Blvd.

    Los
      Angeles, CA 90024

    Attention:
      Mark Abdou, Esq.

    Facsimile
      No.: 310-208-1154

    


    


    Copies
      of
      notices to any Holder shall be sent to the addresses, if any, listed on
Schedule
      1
      attached
      hereto. 

     

    
      
         

      

      
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    (j) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns and shall inure to the benefit of each
      Holder and its successors and assigns; provided, that the Company may not assign
      this Agreement or any of its rights or obligations hereunder without the prior
      written consent of each Holder; and provided, further, that each Holder may
      assign its rights hereunder in the manner and to the Persons as permitted under
      the Purchase Agreement.

     

    (k) Assignment
      of Registration Rights.
      The
      rights of each Holder hereunder, including the right to have the Company
      register for resale Registrable Securities in accordance with the terms of
      this
      Agreement, shall be automatically assignable by each Holder to any transferee
      of
      such Holder of all or a portion of the Purchased Shares, the Warrants or the
      Registrable Securities if: (i) the Holder agrees in writing with the transferee
      or assignee to assign such rights, and a copy of such agreement is furnished
      to
      the Company within a reasonable time after such assignment, (ii) the Company
      is,
      within a reasonable time after such transfer or assignment, furnished with
      written notice of (a) the name and address of such transferee or assignee,
      and
      (b) the securities with respect to which such registration rights are being
      transferred or assigned, (iii) following such transfer or assignment the further
      disposition of such securities by the transferee or assignees is restricted
      under the Securities Act and applicable state securities laws, (iv) at or before
      the time the Company receives the written notice contemplated by clause (ii)
      of
      this Section 7(k), the transferee or assignee agrees in writing with the Company
      to be bound by all of the provisions of this Agreement, and (v) such transfer
      shall have been made in accordance with the applicable requirements of the
      Purchase Agreement. The rights to assignment shall apply to the Holders (and
      to
      subsequent) successors and assigns.

     

    The
      Company may require, as a condition of allowing such assignment in connection
      with a transfer of Purchased Shares, Warrants or Registrable Securities (i)
      that
      the Holder or transferee of all or a portion of the Purchased Shares, the
      Warrants or the Registrable Securities as the case may be, furnish to the
      Company a written opinion of counsel that is reasonably acceptable to the
      Company to the effect that such transfer may be made without registration under
      the Securities Act, (ii) that the Holder or transferee execute and deliver
      to
      the Company an investment letter in form and substance acceptable to the Company
      and (iii) that the transferee be an “accredited investor” as defined in Rule
      501(a) promulgated under the Securities Act.

     

    (l) Counterparts;
      Facsimile.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by electronic means or facsimile transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    (m) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principles of conflicts of law
      thereof.

     

    (n) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (o) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable in any
      respect, the remainder of the terms, provisions, covenants and restrictions
      set
      forth herein shall remain in full force and effect and shall in no way be
      affected, impaired or invalidated, and the parties hereto shall use their
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (p) Headings;
      Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. Any references herein to “dollars” or use herein of the symbol “$” shall
      refer to the currency of the United States of America.

     

    (q) Registrable
      Securities Held by the Company and its Affiliates.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than any Holder or transferees or successors
      or
      assigns thereof if such Holder is deemed to be an Affiliate solely by reason
      of
      its holdings of such Registrable Securities) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

     

    (r) Obligations
      of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under this
      Agreement, are several and not joint with the obligations of any other
      Purchaser, and no Purchaser shall be responsible in any way for the performance
      of the obligations of any other Purchaser under this Agreement. The decision
      of
      each Purchaser to enter into to this Agreement has been made by such Purchaser
      independently of any other Purchaser. The Company further acknowledges that
      nothing contained in this Agreement, and no action taken by any Purchaser
      pursuant hereto, shall be deemed to constitute the Purchasers as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Purchasers are in any way acting in concert or as a group
      with respect to such obligations or the transactions contemplated hereby. Each
      Purchaser shall be entitled to independently protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement, and
      it
      shall not be necessary for any other Purchaser to be joined as an additional
      party in any proceeding for such purpose.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Each
      Purchaser has been represented by its own separate legal counsel in their review
      and negotiation of this Agreement and with respect to the transactions
      contemplated hereby. For reasons of administrative convenience only, this
      Agreement has been prepared by Special Counsel (counsel for Vision Opportunity
      Master Fund, Ltd.) and the Special Counsel will perform certain duties under
      this Agreement. Such counsel does not represent all of the Purchasers but only
      Vision Opportunity Master Fund, Ltd. The Company has elected to provide all
      Purchasers with the same terms and Agreement for the convenience of the Company
      and not because it was required or requested to do so by the Purchasers. The
      Company acknowledges that such procedure with respect to this Agreement in
      no
      way creates a presumption that the Purchasers are in any way acting in concert
      or as a group with respect to this Agreement or the transactions contemplated
      hereby or thereby.

     

    [signature
      page follows]

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Investor Rights Agreement
      to be duly executed by their respective authorized persons as of the date first
      indicated above.

     

    COMPANY:

    


    ADERA
      MINES LIMITED

    


    


    By:______________________________

    Name:
      J.
      Stewart Asbury III

    Title: President

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    PURCHASERS:

    


    Print
      Exact Name:_________________________________

    


    


    


    By:_____________________________________________

    Name:

    Title:

    


    
 

    


    


    [Omnibus
      Adera Mines Limited Investor Rights Agreement Signature Page]

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    


    SCHEDULE
      1

    


    PURCHASERS

    


    


     

      
        	
                Name
                  and Address

              	 	
                Copy
                  of Notice to:

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    PLAN
      OF
      DISTRIBUTION

    


    


    We
      are
      registering the shares of common stock on behalf of the selling security
      holders. Sales of shares may be made by selling security holders, including
      their respective donees, transferees, pledgees or other successors-in-interest
      directly to purchasers or to or through underwriters, broker-dealers or through
      agents. Sales may be made from time to time on the OTC Bulletin Board, any
      other
      exchange or market upon which our shares may trade in the future, in the
      over-the-counter market or otherwise, at market prices prevailing at the time
      of
      sale, at prices related to market prices, or at negotiated or fixed prices.
      The
      shares may be sold by one or more of, or a combination of, the
      following:

     

    
      	
              -

            	
              a
                block trade in which the broker-dealer so engaged will attempt to
                sell the
                shares as agent but may position and resell a portion of the block
                as
                principal to facilitate the transaction (including crosses in which
                the
                same broker acts as agent for both sides of the
                transaction);

            


    

     

    
      	
              -

            	
              purchases
                by a broker-dealer as principal and resale by such broker-dealer,
                including resales for its account, pursuant to this
                prospectus;

            


    

     

    
      	
              -

            	
              ordinary
                brokerage transactions and transactions in which the broker solicits
                purchases;

            


    

     

    
      	
              -

            	
              through
                options, swaps or derivatives;

            


    

     

    
      	
              -

            	
              in
                privately negotiated transactions;

            


    

     

    
      	
              -

            	
              in
                making short sales or in transactions to cover short sales; and
                

            


    

     

    
      	
              -

            	
              put
                or call option transactions relating to the shares.
                

            


    

     

    The
      selling security holders may effect these transactions by selling shares
      directly to purchasers or to or through broker-dealers, which may act as agents
      or principals. These broker-dealers may receive compensation in the form of
      discounts, concessions or commissions from the selling security holders and/or
      the purchasers of shares for whom such broker-dealers may act as agents or
      to
      whom they sell as principals, or both (which compensation as to a particular
      broker-dealer might be in excess of customary commissions). The selling security
      holders have advised us that they have not entered into any agreements,
      understandings or arrangements with any underwriters or broker-dealers regarding
      the sale of their securities.

     

    The
      selling security holders may enter into hedging transactions with broker-dealers
      or other financial institutions. In connection with those transactions, the
      broker-dealers or other financial institutions may engage in short sales of
      the
      shares or of securities convertible into or exchangeable for the shares in
      the
      course of hedging positions they assume with the selling security holders.
      The
      selling security holders may also enter into options or other transactions
      with
      broker-dealers or other financial institutions which require the delivery of
      shares offered by this prospectus to those broker-dealers or other financial
      institutions. The broker-dealer or other financial institution may then resell
      the shares pursuant to this prospectus (as amended or supplemented, if required
      by applicable law, to reflect those transactions).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      selling security holders and any broker-dealers that act in connection with
      the
      sale of shares may be deemed to be “underwriters” within the meaning of Section
      2(11) of the Securities Act of 1933, and any commissions received by
      broker-dealers or any profit on the resale of the shares sold by them while
      acting as principals may be deemed to be underwriting discounts or commissions
      under the Securities Act. The selling security holders may agree to indemnify
      any agent, dealer or broker-dealer that participates in transactions involving
      sales of the shares against liabilities, including liabilities arising under
      the
      Securities Act. We have agreed to indemnify each of the selling security holders
      and each selling security holder has agreed, severally and not jointly, to
      indemnify us against some liabilities in connection with the offering of the
      shares, including liabilities arising under the Securities Act. 

     

    The
      selling security holders will be subject to the prospectus delivery requirements
      of the Securities Act. We have informed the selling security holders that the
      anti-manipulative provisions of Regulation M promulgated under the Securities
      Exchange Act of 1934 may apply to their sales in the market. 

     

    Selling
      security holders also may resell all or a portion of the shares in open market
      transactions in reliance upon Rule 144 under the Securities Act, provided they
      meet the criteria and conform to the requirements of Rule 144. 

     

    Upon
      being notified by a selling security holder that a material arrangement has
      been
      entered into with a broker-dealer for the sale of shares through a block trade,
      special offering, exchange distribution or secondary distribution or a purchase
      by a broker or dealer, we will file a supplement to this prospectus, if required
      pursuant to Rule 424(b) under the Securities Act, disclosing:

     

    
      	
              -

            	
              the
                name of each such selling security holder and of the participating
                broker-dealer(s);

            


    

     

    
      	
              -

            	
              the
                number of shares involved;

            


    

     

    
      	
              -

            	
              the
                initial price at which the shares were
                sold;

            


    

     

    
      	
              -

            	
              the
                commissions paid or discounts or concessions allowed to the
                broker-dealer(s), where applicable;

            


    

     

    
      	
              -

            	
              that
                such broker-dealer(s) did not conduct any investigation to verify
                the
                information set out or incorporated by reference in this prospectus;
                and

            


    

     

    
      	
              -

            	
              other
                facts material to the transactions.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      addition, if required under applicable law or the rules or regulations of the
      Commission, we will file a supplement to this prospectus when a selling security
      holder notifies us that a donee or pledgee intends to sell more than 500 shares
      of common stock.

     

    We
      are
      paying all expenses and fees customarily paid by the issuer in connection with
      the registration of the shares. The selling security holders will bear all
      brokerage or underwriting discounts or commissions paid to broker-dealers in
      connection with the sale of the shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

     

    FORM
      OF
      NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

     

    


    [Name
      and
      Address of Transfer Agent]

    


    Re:
      Adera
      Mines Limited

    


    Dear
      [______]:

    


    We
      are
      counsel to Adera Mines Limited, a Nevada corporation (the “Company”),
      and
      have represented the Company in connection with that certain Common Stock and
      Warrant Purchase Agreement (the “Purchase
      Agreement”)
      dated
      as of July __, 2006 by and among the Company and the buyers named therein
      (collectively, the “Holders”)
      pursuant to which the Company issued to the Holders shares of its Common Stock,
      par value $0.00001 (the
      “Common
      Stock”),
      and
      warrants to purchase shares of the Common Stock (the “Warrants”).
      Pursuant to the Purchase Agreement, the Company has also entered into an
      Investor Rights Agreement with the Holders (the “Investor
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the shares
      of Common Stock issued pursuant to the Purchase Agreement and the Common Stock
      issuable upon exercise of the Warrants, under the Securities Act of 1933, as
      amended (the “1933
      Act”).
      In
      connection with the Company's obligations under the Investor Rights Agreement,
      on ____________ ___, 2005, the Company filed a Registration Statement on Form
      S-__ (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling securityholder thereunder.

     

    In
      connection with the foregoing, we advise you that a member of the SEC's staff
      has advised us by telephone that the SEC has entered an order declaring the
      Registration Statement effective under the 1933 Act at [ENTER TIME OF
      EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
      telephonic inquiry of a member of the SEC's staff, that any stop order
      suspending its effectiveness has been issued or that any proceedings for that
      purpose are pending before, or threatened by, the SEC and the Registrable
      Securities are available for resale under the 1933 Act pursuant to the
      Registration Statement.

     

    Very
      truly yours,

    


    By:__________________________________
      

    cc:
      [LIST
      NAMES OF HOLDERS]