Adera
      Mines Limited

    August
      1,
      2006

    Mr.
      Sidney L. Anderson

    2339
      South Delaware Place

    Tulsa,
      Oklahoma

    


    Dear
      Sid,

    


    On
      behalf
      of Adera Mines, Limited (the “Company”), I am pleased you have agreed to serve
      on the Company’s Board of Directors and to assume the position of Chairman of
      the Board. This letter (the “Agreement”) sets forth the terms that the Company
      is offering to you for such service and services as a consultant to the
      Company.

    


    1. APPOINTMENT
      TO THE BOARD OF DIRECTORS.

    


    1.1 Title,
      Term and Responsibilities.
      Subject
      to terms set forth herein you will serve as a Director on the Company’s Board of
      Directors (the “Board”) and you will assume and fulfill the role of Chairman of
      the Board (“Chairman”), and you hereby accept such appointments on the date you
      sign this Agreement (the “Effective Date”). You will serve as a Director and
      Chairman from the Effective Date until you voluntarily resign, are removed
      from
      the Board or are not reelected (the “Term”). Your rights, duties and obligations
      as a Director and Chairman shall be governed by the Company’s Articles of
      Incorporation and By-Laws, each as amended from to time (collectively, the
      “Governing Documents”), except that where the Governing Documents conflict with
      this Agreement, this Agreement shall control.

    


    1.2 Mandatory
      Board Meeting Attendance. As
      a
      Director and Chairman, you agree to use all reasonable efforts to attend each
      meeting of the Board and no fewer than seventy-five percent (75%) of these
      meetings. You may attend the Board meetings by telephone or teleconference.
      You
      will be responsible to supervise, convene and cause minutes to be recorded
      at
      any meeting you initiate or attend.

    


    1.3 Independent
      Contractor. Under
      this Agreement, your relationship with the Company will be that of an
      independent contractor. You are not an employee of the Company and are not
      eligible to participate in the Company’s employee benefit and compensation
      plans.

    


    2. COMPENSATION
      AND BENEFITS.

    


    2.1 Retainer
      for Board Service and Consulting. The
      Company will pay you a retainer for each month you serve on the Board (the
      “Retainer”) to be paid in monthly installments of Eight Thousand Dollars
      ($8,000), payable subject to your attendance at the Board meetings as required
      by paragraph 1.2 above and your performance as a consultant, as required by
      paragraph 6.1 below. The Company’s obligation to pay the Retainer will cease
      upon the termination of the Term, except as set forth in paragraph 6.2 below.
      The Retainer will compensate you for all services you provide to the Company
      as
      a Director and consultant, including services that you render as a member of
      any
      of the Board’s committees, including the Audit Committee.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2 Stock
      Grant; Options. Upon execution of this Agreement, the Company will
      grant and deliver to you Two
      Million (2,000,000) shares of the Company’s common stock which grant shall be
      fully vested and not subject to forfeiture. Subject to the approval of the
      Board, the Company will grant you an option to purchase Two Million (2,000,000)
      shares of the Company’s common stock, at a price per share of $0.30, which grant
      shall be fully vested and not subject to forfeiture. Following Board approval
      of
      our 2006 Equity Incentive Plan (the “Plan”) (which is anticipated by August 30,
      2006), your option grant shall be from the Company’s Plan and shall be
      subject to the terms thereof. 

    


    2.3 Business
      Expense Reimbursement. The
      Company will reimburse you for all reasonable travel, entertainment or other
      expenses incurred by you in connection with your services hereunder, in
      accordance with the Company’s expense reimbursement policy as in effect from
      time to time. In addition, you will receive an unaccountable expense allowance
      of $205,000 for your expenses incurred on behalf of the Company prior to
      execution of this Agreement.

    


    2.4 Indemnification.
      You
      will
      receive indemnification as a Director of the Company to the maximum extent
      extended to directors and certain executives of the Company generally, as
      provided by the Governing Documents.

    


    2.5 Tax
      Indemnification. You
      acknowledge that the Company will not be responsible for the payment of any
      federal or state taxes that might be assessed with respect to the Retainer
      and
      the options and you agree to be responsible for all such taxes.

    


    3. PROPRIETARY
      INFORMATION OBLIGATIONS.

    


    3.1 Proprietary
      Information. You
      agree
      that during the Term and thereafter that you will take all steps reasonably
      necessary to hold all information of the Company, which a reasonable person
      would believe to be confidential or proprietary information, in trust and
      confidence, and not disclose any such confidential or proprietary information
      to
      any third party without first obtaining the Company’s express written consent on
      a case-by-case basis.

    


    3.2 Third
      Party Information. The
      Company has received and will in the future receive from third parties
      confidential or proprietary information (“Third Party Information”) subject to a
      duty on the Company’s part to maintain the confidentiality of such information
      and to use it only for certain limited purposes. You agree to hold such Third
      Party Information in confidence and not to disclose to anyone (other than
      Company personnel who need to know such information in connection with their
      work for the Company) or to use, except in connection with your services for
      the
      Company under this Agreement, Third Party Information unless expressly
      authorized in writing by the Company.

    


    3.3 Return
      of Company Property. Upon
      the
      end of the Term or upon the Company’s earlier request, you agree to deliver to
      the Company any and all notes, materials and documents, together with any copies
      thereof, which contain or disclose any confidential or proprietary information
      or Third Party Information.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    4. OUTSIDE
      ACTIVITIES.

    


    4.1 Investments
      and Interests.
      Except
      as permitted by Sections 4.2, you agree not to participate in, directly or
      indirectly, any position or investment known by you to be materially adverse
      to
      the Company.

    


    4.2 Activities.
      Except
      with the prior written consent of the Board, you will not during your tenure
      as
      a member of the Company’s Board undertake or engage in any other directorship,
      employment or business enterprise in direct competition with the Company, other
      than ones in which you are a passive investor or other activities in which
      you
      were a participant prior to your appointment to the Board as disclosed to the
      Company.

    


    4.3 Other
      Agreements. You
      agree
      that you will not disclose to the Company or use on behalf of the Company any
      confidential information governed by any agreement between you and any third
      party except in accordance with such agreement.

    


    5. TERMINATION
      OF DIRECTORSHIP.

    


    5.1 Voluntary
      Resignation, Removal Pursuant to Bylaws and Stockholder Action.
You
      may
      resign from the Board at any time with or without advance notice, with or
      without reason. You may be removed from the Board at any time, for any reason,
      in any manner provided by the Governing Documents and applicable law. You also
      may be removed from the Board at any time, by an affirmative vote of a majority
      of the stockholders of the Company. 

    


    5.2 Failure
      to Nominate for Election.
      Your
      appointment as a Director does not require the Board or the nominating committee
      (if a nominating committee is formed) to nominate you to stand for re-election
      as a Director. Whether you will be nominated to stand for re-election will
      be
      determined by the Board or the nominating committee prior to any meeting or
      execution of a written consent of the Company’s stockholders at which directors
      are to be elected.

    


    6. CONSULTING
      SERVICES

    


    6.1 Consulting
      Activities. In
      addition to your services as a Director and Chairman, you agree to provide
      certain consulting services to the Company, including advice on strategic
      acquisitions, operations, growth opportunities, finance, capital markets
      activities and similar matters as the Board or management may request from
      time
      to time. Compensation for the consulting services is covered by the Retainer
      amount described under paragraph 2.1 above, as well as the stock grant and
      option grants under paragraph 2.2 above. 

    


    6.2 
      Consulting Activities if Not Director.
      Notwithstanding any provision to the contrary, if for any reason your service
      as
      a Director shall cease (other than due to your death, disability or incapacity)
      your services as a consultant to the Company shall continue and payment of
      your
      Retainer shall continue until the second anniversary of the Effective Date
      of
      this Agreement.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    6.3 Additional
      Compensation for Acquisition Consulting.
      In
      addition to the Retainer amount described in paragraph 2.1 above, and the stock
      grant and option grants under paragraph 2.2 above, you shall receive
      compensation for consulting in connection with any acquisition completed by
      the
      Company in which you provided significant assistance (regardless of whether
      the
      form of acquisition is stock, assets, merger or reorganization). Your
      compensation shall be two and one-half percent (2.5%) of total consideration
      paid by the Company in the acquisition at closing. Such compensation shall
      be
      payable by the Company in cash or in restricted common stock at the Company’s
      election, 60 days after closing if consideration was paid at closing or later
      if
      such consideration is to be paid after closing. In
      addition, you shall receive an additional fee for your acquisition consulting
      in
      connection with the acquisition of Chatsworth Development Corporation which
      shall be the issuance to you of 2,000,000 shares of our common
      stock. 

    


    7. GENERAL
      PROVISIONS.

    


    7.1 Severability.
      Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law. If any provision of this
      Agreement is held to be invalid, illegal or unenforceable such provision will
      be
      reformed, construed and enforced to render it valid, legal, and enforceable
      consistent with the intent of the parties insofar as possible.

    


    7.2 Entire
      Agreement. This
      Agreement constitutes the entire agreement between you and the Company with
      respect to your service as a Director, Chairman and consultant and supersedes
      any prior agreement, promise, representation or statement written between you
      and the Company with regard to this subject matter. 

    


    7.3 Successors
      and Assigns. This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      you and the Company and our respective successors, assigns, heirs, executors
      and
      administrators, except that you may not assign any of your rights or duties
      hereunder without the written consent of the Company.

    


    7.4 Governing
      Law. This
      Agreement will be governed by the law of the State of California as applied
      to
      contracts made and performed entirely within California.

    


    We
      are
      all delighted to be able to extend you this offer and look forward to working
      with you. To indicate your acceptance of the Company’s offer, please sign and
      date this Agreement below.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    Sincerely,

    


    Adera
      Mines Limited

    


    By:__________________      

    J.
      Stewart Asbury III

    Chief
      Executive Officer

    


    


    ACCEPTED
      AND AGREED:

    


    


    __________________

    Sidney
      L.
      Anderson

    Date:
      August__, 2006

     

    5