EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is entered into as of the 31st day of
      July 2006 (the “Effective Date”) by and between J. Stewart Asbury III
      (“Executive”) and Adera Mines Limited (the “Company”).

    


    WHEREAS,
      the Company believes that Executive’s service, experience, and knowledge are
      valuable to the Company in connection with its business; and

    


    WHEREAS,
      the Company desires to employ Executive, and Executive desires to be employed
      by
      the Company, as the Chief Executive Officer of the Company.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants herein
      contained, the parties hereto agree as follows:

    


    1. Employment.
      The
      Company hereby employs Executive and Executive accepts such employment upon
      the
      terms and conditions hereinafter set forth.

    


    2. Term
      of Employment.
      Subject
      to the provisions of Section 6, the term of Executive’s employment pursuant to
      this Agreement shall commence on and as of the Effective Date and shall
      terminate thirty-six months from that date (the “Initial Term”). This Agreement
      will be automatically renewed for successive one year periods after the
      expiration of the Initial Term, unless Executive is otherwise notified in
      writing on or before the end of the Initial Term or any of the successive one
      year terms. In
      this
      Agreement the word “Term” shall, depending on the context used, refer to the
      Initial Term or to any renewal periods.

    


    3. Duties;
      Extent of Service.
      During
      the Term, Executive (i) shall serve as an employee of the Company with the
      title
      and position of Chief Executive Officer, reporting to the Board of Directors
      of
      the Company, and shall have such executive responsibilities as the Board of
      Directors of the Company shall from time to time designate, provided
      that, in
      all
      cases Executive shall be subject to the oversight and supervision of the Board
      of Directors of the Company in the performance of his duties, and (ii) shall
      render all services reasonably incident to the foregoing. Executive hereby
      accepts such employment, agrees to serve the Company in the capacities
      indicated, and agrees to use Executive’s best efforts in, and shall devote
      Executive’s full working time, attention, skill and energies to, the advancement
      of the interests of the Company and the performance of Executive’s duties and
      responsibilities hereunder.

    


    4. Salary.
      During
      Executive’s employment under this Agreement, the Company shall pay Executive a
      salary at the rate of $215,000 per annum (the “Salary”). Such Salary shall be
      subject to withholding under applicable law, shall be prorated for partial
      years
      and shall be payable in periodic installments not less frequently than monthly
      in accordance with the Company’s usual practice for its executive officers as in
      effect from time to time.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. Benefits.

    


    (a) Regular
      Benefits.
      During
      the Term, Executive shall be entitled to participate in any and all medical,
      pension, dental and life insurance plans and disability income plans, retirement
      arrangements and other employment benefits that are in effect from time to
      time
      for executive officers of the Company generally. Such participation shall be
      subject to (i) the terms of the applicable plan documents (including, as
      applicable, provisions granting discretion to the Board of Directors of the
      Company or any administrative or other committee provided for therein or
      contemplated thereby) and (ii) generally applicable policies of the Company.
      In
      addition to and notwithstanding the foregoing, the Board of Directors shall
      have
      the discretion to review Executive’s health insurance needs and determine what
      policies or coverage the Company will provide.

    


    (b) Vacation.
      During
      the Term, Executive shall receive paid vacation annually in accordance with
      the
      Company’s practices for executive officers, as in effect from time to time, but
      in any event not less than four weeks per calendar year.

    


    (c) Expenses.
      The
      Company shall reimburse Executive for all reasonable business expenses incurred
      by Executive during Executive’s employment hereunder to the extent in compliance
      with the Company’s business expense reimbursement policies in effect from time
      to time and upon presentation by Executive of such documentation and records
      as
      the Company shall from time to time require. The Board of Directors in its
      discretion may reimburse Executive for relocation expenses.

    


    (d) Housing
      and Automobile Allowances.
      The
      Company shall provide to Executive, or for his benefit, living expenses in
      the
      amount of $3,000 per month during the first six months of the Term. The Company
      shall provide to Executive, or for his benefit, an automobile allowance in
      the
      amount of $1,000 per month during the Term. The living expense and the
      automobile allowance shall be a flat monthly amount for the stated
      periods.

    


    (e) Taxation
      of Payments, Benefits and Allowances.
      The
      Company shall undertake to make deductions, withholdings and tax reports with
      respect to payments, benefits and allowances under this Agreement to the extent
      that it reasonably and in good faith believes that it is required to make such
      deductions, withholdings and tax reports. Payments, benefits and allowances
      made
      under this Agreement shall be in amounts net of any such deductions or
      withholdings. Nothing in this Agreement shall be construed to require the
      Company to make any payments to compensate the Executive for any adverse tax
      effect associated with any payments, benefits or allowances or for any deduction
      or withholding from any payment, benefit or allowance.

    


    (f) Grant
      of Stock Option.
      Upon
      execution of this Agreement, the Company shall grant to Executive an option
      to
      purchase 1,000,000 shares of the Company’s common stock at an exercise price of
      $0.30 per share. The options shall vest on an equal thirty six month basis,
      at
      the rate of 27,778 per month, until 1,000,000 options shall be vested. The
      options shall have a five year term. Following Board approval of our 2006 Equity
      Incentive Plan (the “Plan”) (which is anticipated by August 30, 2006), your
      option grant shall be from the Plan and shall be subject to the terms
      thereof.

     

    
      
         

      

      
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    (g) Exclusivity
      of Salary and Benefits.
      The
      Executive shall not be entitled to any payments or benefits other than those
      provided under this Agreement. Compliance with the provisions of this Section
      5
      shall in no way create or be deemed to create any obligation, express or
      implied, on the part of the Company or any of its affiliates with respect to
      the
      continuation of any particular benefit or other plan or arrangement maintained
      by them or their subsidiaries as of or prior to the date hereof or the creation
      and maintenance of any particular benefit or other plan or arrangement at any
      time after the date hereof.

    


    6.
      Termination
      and Termination Benefits.
      Notwithstanding the provisions of Section 2, Executive’s employment under this
      Agreement shall terminate under the following circumstances set forth in this
      Section 6.

    


    (a)
      Termination
      by the Company for Cause.
      Executive’s employment under this Agreement may be terminated for Cause without
      further liability on the part of the Company other than for accrued but unpaid
      Salary through the date of termination effective immediately upon written notice
      to Executive. “Cause” shall mean the following:

    


    (i) the
      commission by Executive of any act of embezzlement, fraud, larceny or theft
      on
      or from the Company or an affiliate of the Company;

    


    (ii) the
      commission by Executive of, or indictment of Executive for a felony or any
      misdemeanor, which misdemeanor involves moral turpitude, deceit, dishonesty
      or
      fraud;

    


    (iii) failure
      to perform, or materially poor performance of, Executive’s duties and
      responsibilities assigned or delegated under this Agreement, or any material
      misconduct or violation of the Company’s policies, in either case, which
      continues for a period of 30 days after written notice given to Executive;
      or

    


    (iv) a
      material breach by Executive of any of the covenants, terms or provisions of
      this Agreement or any agreement between the Company and Executive regarding
      confidentiality and proprietary rights, as set forth in Section 7
      below.

    


    (b) Termination
      by Executive.
      Executive’s employment under this Agreement may be terminated by Executive by
      written notice to the Board of Directors at least 60 days prior to such
      termination. Upon termination of Executive’s employment pursuant to this Section
      6(b), all obligations of the Company under this Agreement shall immediately
      terminate other than any obligation of the Company with respect to earned but
      unpaid Salary and earned benefits contemplated hereby to the extent accrued
      or
      vested through the date of termination.

     

    
      
         

      

      
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    (c) Termination
      by the Company Without Cause.
      Subject
      to the payment of the Termination Benefits pursuant to Section 6(d), Executive’s
      employment under this Agreement may be terminated without Cause by the Company
      upon written notice to Executive.

    


    (d) (i)
      Certain
      Termination Benefits.
      Unless
      otherwise specifically provided in this Agreement or otherwise required by
      law,
      all compensation and benefits payable to Executive under this Agreement shall
      terminate on the date of termination of Executive’s employment under this
      Agreement. Notwithstanding the foregoing, in the event of termination of
      Executive’s employment with the Company pursuant to Section 6(c) above, (i) the
      Company shall pay to Executive the greater of (i) the sum of $60,000 or (ii)
      the
      salary due for the balance of the Term, and
      any
      unvested options owned by Executive (including, but not limited to, the option
      described in Section 5(f) above) shall vest. Collectively, these benefits shall
      be described herein as the “Severance Benefits”.

    


    (ii)
      The
      parties hereto agree that the Severance Benefits are to be in full satisfaction,
      compromise and release of any claims arising out of any termination of the
      Executive’s employment pursuant to Section 6(c), and such amounts shall be
      contingent upon the Executive’s delivery of a general release of such claims
      upon termination of employment in a form reasonably satisfactory to the Company,
      it being understood that no Severance Benefits shall be provided unless and
      until the Executive executes and delivers such release.

    


    (e) Death;
      Disability.
      Upon
      the death of the Executive, or upon the permanent disability (as defined below)
      of the Executive continuing for a period in excess of 60 consecutive days,
      all
      obligations of the Company under this Agreement shall immediately terminate
      other than any obligation of the Company with respect to earned but unpaid
      Salary and earned benefits contemplated hereby to the extent accrued or vested
      through the date of termination. As used herein, the terms “permanent
      disability” or “permanently disabled” shall mean the inability of the Executive,
      by reason of injury, illness or other similar cause, to perform a major part
      of
      his duties and responsibilities in connection with the conduct of the business
      and affairs of the Company, as determined reasonably and in good faith by the
      Company.

    


    (f) Notwithstanding
      termination of this Agreement as provided in this Section 6 or any other
      termination of Executive’s employment with the Company, Executive’s obligations
      under Section 7 hereof shall survive any termination of Executive’s employment
      with the Company at any time and for any reason.

    


    7. Confidentiality;
      Proprietary Rights.

    


    (a) Confidential
      Information.
      As used
      in this Agreement, the term “Confidential Information” shall mean information
      belonging to the Company (for purposes of this Section 7 including all
      predecessors of the Company) of value to the Company or with respect to which
      Company has rights in the course of conducting its business and the disclosure
      of which could result in a competitive or other disadvantage to the Company.
      Confidential Information includes information, whether or not patentable or
      copyrightable, in written, oral, electronic or other tangible or intangible
      forms, stored in any medium, including, by way of example and without
      limitation, trade secrets, ideas, concepts, designs, configurations,
      specifications, drawings, blueprints, diagrams, models, prototypes, samples,
      flow charts processes, techniques, formulas, software, improvements, inventions,
      domain names, data, know-how, discoveries, copyrightable materials, marketing
      plans and strategies, sales and financial reports and forecasts, customer lists,
      studies, reports, records, books, contracts, instruments, surveys, computer
      disks, diskettes, tapes, computer programs and business plans, prospects and
      opportunities (such as possible acquisitions or dispositions of businesses
      or
      facilities) which have been discussed or considered by the management of the
      Company. Confidential Information includes information developed by Executive
      in
      the course of Executive’s employment by the Company, as well as other
      information to which Executive may have access in connection with Executive’s
      employment. Confidential Information also includes the confidential information
      of others with which the Company has a business relationship. Notwithstanding
      the foregoing, Confidential Information does not include information in the
      public domain, unless due to breach of Executive’s duties under Section
      7(b).

    


    
      
         

      

      
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    (b) Confidentiality.
      In the
      course of performing services hereunder on behalf of the Company and its
      affiliates, Executive has had and from time to time will have access to
      Confidential Information. Executive agrees (i) to hold the Confidential
      Information in strict confidence, (ii) not to disclose the Confidential
      Information to any person (other than in the regular business of the Company
      or
      its affiliates), and (iii) not to use, directly or indirectly, any of the
      Confidential Information for any purpose other than on behalf of the Company
      and
      its affiliates. All documents, records, data, apparatus, equipment and other
      physical property, whether or not pertaining to Confidential Information, that
      are furnished to Executive by the Company or are produced by Executive in
      connection with Executive’s employment will be and remain the sole property of
      the Company. Upon the termination of Executive’s employment with the Company for
      any reason and as and when otherwise requested by the Company, all Confidential
      Information (including, without limitation, all data, memoranda, customer lists,
      notes, programs and other papers and items, and reproductions thereof relating
      to the foregoing matters) in Executive’s possession or control, shall be
      immediately returned to the Company.

    


    (c) Third
      Party Agreements and Rights.
      Executive hereby confirms that Executive is not bound by the terms of any
      agreement with any previous employer or other party that restricts in any way
      Executive’s use or disclosure of information or Executive’s engagement in any
      business. Executive represents to the Company that Executive’s execution of this
      Agreement, Executive’s employment with the Company and the performance of
      Executive’s proposed duties for the Company will not violate any obligations
      Executive may have to any such previous employer or other party. In Executive’s
      work for the Company, Executive will not disclose or make use of any information
      in violation of any agreements with or rights of any such previous employer
      or
      other party, and Executive will not bring to the premises of the Company any
      copies or other tangible embodiments of non-public information belonging to
      or
      obtained from any such previous employment or other party.

     

    
      
         

      

      
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    (d) Litigation
      and Regulatory Cooperation.
      During
      and after Executive’s employment, Executive shall cooperate fully with the
      Company in the defense or prosecution of any claims or actions now in existence
      or which may be brought in the future against or on behalf of the Company that
      relate to events or occurrences that transpired while Executive was employed
      by
      the Company. Executive’s full cooperation in connection with such claims or
      actions shall include, but not be limited to, being available to meet with
      counsel to prepare for discovery or trial and to act as a witness on behalf
      of
      the Company at mutually convenient times. During and after Executive’s
      employment, Executive also shall cooperate fully with the Company in connection
      with any investigation or review of any federal, state or local regulatory
      authority as any such investigation or review relates to events or occurrences
      that transpired while Executive was employed by the Company. The Company shall
      reimburse Executive for any reasonable out-of-pocket expenses incurred in
      connection with Executive’s performance of obligations pursuant to this Section
      7(d).

    


    (e) Inventions.
      Executive recognizes that the Company and its affiliates possess a proprietary
      interest in all of the Confidential Information and have the exclusive right
      and
      privilege to use, protect by copyright, patent or trademark, or otherwise
      exploit the processes, ideas and concepts described therein to the exclusion
      of
      Executive, except as otherwise agreed between the Company and Executive in
      writing. Executive expressly agrees that any products, inventions, discoveries
      or improvements made by Executive in the course of Executive’s employment,
      including any of the foregoing which is based on or arises out of the
      Confidential Information, shall be the property of and inure to the exclusive
      benefit of the Company. Executive further agrees that any and all products,
      inventions, discoveries or improvements developed by Executive (whether or
      not
      able to be protected by copyright, patent or trademark) during the course of
      his
      employment, or involving the use of the time, materials or other resources
      of
      the Company or any of its affiliates, shall be promptly disclosed to the Company
      and shall become the exclusive property of the Company, and Executive shall
      execute and deliver any and all documents necessary or appropriate to implement
      the foregoing.

    


    (f) Business
      Opportunities.
      Executive agrees, while he is employed by the Company, to offer or otherwise
      make known or available to it, as directed by the Board of Directors of the
      Company and without additional compensation or consideration, any business
      prospects, contracts or other business opportunities that Executive may
      discover, find, develop or otherwise have available to Executive in the
      Company’s general industry and further agrees that any such prospects, contacts
      or other business opportunities shall be the property of the
      Company.

    


    
      
         

      

      
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    (g) Acknowledgment.
      Executive acknowledges that the provisions of this Section 7 are an integral
      part of Executive’s employment arrangements with the Company.

    


    8. Parties
      in Interest; Certain Remedies.
      It is
      specifically understood and agreed that this Agreement is intended to confer
      a
      benefit, directly or indirectly, on the Company and its direct and indirect
      subsidiaries and affiliates, and that any breach of the provisions of this
      Agreement by the Executive or any of the Executive’s affiliates will result in
      irreparable injury to the Company and its subsidiaries and affiliates, that
      the
      remedy at law alone will be an inadequate remedy for such breach. Accordingly,
      Executive agrees that if Executive breaches, or proposes to breach, any portion
      of this Agreement, the Company or its subsidiaries and affiliates shall be
      entitled, in addition to any other remedy it may have, to enforce the specific
      performance of this Agreement by Executive through both temporary and permanent
      injunctive relief without the necessity of posting a bond or proving actual
      damages, but without limitation of their right to damages and any and all other
      remedies available to them, it being understood that injunctive relief is in
      addition to, and not in lieu of, such other remedies.

    


    9. Integration.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior agreements between the
      parties with respect to any related subject matter.

    


    10. Assignment;
      Successors and Assigns, etc.
      Neither
      the Company nor the Executive may make any assignment of this Agreement or
      any
      interest herein without the prior written consent of the other party;
provided
      that the
      Company may assign its rights under this Agreement without the consent of the
      Executive in the event that the Company shall effect a reorganization,
      consolidate with or merge into any other corporation, partnership, organization
      or other entity, or transfer all or substantially all of its properties or
      assets to any other corporation, partnership, organization or other entity.
      This
      Agreement shall inure to the benefit of and be binding upon the Company and
      the
      Executive, their respective successors, executors, administrators, heirs and
      permitted assigns.

    


    11. Enforceability.
      If any
      portion or provision of this Agreement (including, without limitation, any
      portion or provision of any section of this Agreement) shall to any extent
      be
      declared illegal or unenforceable by a court of competent jurisdiction, then
      the
      remainder of this Agreement, or the application of such portion or provision
      in
      circumstances other than those as to which it is so declared illegal or
      unenforceable, shall not be affected thereby, and each portion and provision
      of
      this Agreement shall be valid and enforceable to the fullest extent permitted
      by
      law.

    


    12. Waiver.
      No
      waiver of any provision hereof shall be effective unless made in writing and
      signed by the waiving party. The failure of any party to require the performance
      of any term or obligation of this Agreement, or the waiver by any party of
      any
      breach of this Agreement, shall not prevent any subsequent enforcement of such
      term or obligation or be deemed a waiver of any subsequent breach.

    


    
      
         

      

      
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    13. Notices.
      Unless
      otherwise specifically provided in this Agreement, all notices, demands,
      requests, consents, approvals or other communications (collectively and
      severally called “Notices”) required or permitted to be given hereunder, or
      which are given with respect to this Agreement, shall be in writing, and shall
      be given by: (A) personal delivery (which form of Notice shall be deemed to
      have
      been given upon delivery), (B) by telegraph or by private airborne/overnight
      delivery service (which forms of Notice shall be deemed to have been given
      upon
      confirmed delivery by the delivery agency), (C) by electronic or facsimile
      or
      telephonic transmission, provided the receiving party has a compatible device
      or
      confirms receipt thereof (which forms of Notice shall be deemed delivered upon
      confirmed transmission or confirmation of receipt), or (D) by mailing in the
      United States mail by registered or certified mail, return receipt requested,
      postage prepaid (which forms of Notice shall be deemed to have been given upon
      the fifth business day following the date mailed). Notices shall be addressed
      to
      the address set forth on the execution page of this Agreement, or to such other
      address as the receiving party shall have specified most recently by like
      Notice, with a copy to the other parties hereto.

    


    14. Amendment.
      This
      Agreement may be amended or modified only by a written instrument signed by
      the
      Executive and by a duly authorized representative of the Company.

    


    15. Governing
      Law.
      This
      contract shall be construed under and be governed in all respects by the laws
      of
      the State of California, without giving effect to the conflict of laws
      principles thereof.

    


    16. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be taken to be an original and all of which taken
      together shall constitute one and the same document.

    


    17. Arbitration.
      Any
      controversy, dispute or claim of whatever nature arising out of, in connection
      with or relating to this Agreement or the interpretation, meaning, performance,
      breach or enforcement thereof, including any controversy, dispute or claim
      based
      on contract, tort, or statute, and including without limitation claims relating
      to the validity of this Agreement or relating to termination of employment,
      shall be resolved at the request of either party to this Agreement, by final
      and
      binding arbitration conducted at a location determined by the arbitrator in
      Los
      Angeles, California, administered by and in accordance with the then existing
      Rules of Practice and Procedure of J*A*M*S/Endispute, Inc.. (J·A·M·S), and
      judgment upon any award rendered by the arbitrator(s) may be entered by any
      State or Federal Court having jurisdiction thereof. Either party may commence
      such proceeding by giving notice to the other party in the manner provided
      in
      Section 13 of this Agreement. Upon filing a demand for arbitration, all parties
      to the Agreement will have right of discovery to the maximum extent provided
      by
      law for actions tried before a court, and both agree that in the event of an
      arbitration, disputes as to discovery shall be determined by the arbitrator(s).
      The arbitrator(s) in any such proceeding shall apply California substantive
      law
      and the California Evidence Code to the proceeding. The arbitrator(s) shall
      have
      the power to grant all legal and equitable remedies (provisional and final)
      and
      award damages provided by California law. The arbitrator(s) shall prepare in
      writing and provide to the parties an award including findings of fact and
      conclusions of law. The arbitrator(s) shall not have the power to commit errors
      of law or legal reasoning, and the award may be vacated or corrected pursuant
      to
      California Code of Civil Procedure §§1286.2 or 1286.6 for any such error. The
      Company shall pay all fees of the arbitrator, and each party shall bear its
      or
      his expenses, costs and attorney fees relating to the arbitration and recovery
      under any order and/or judgment rendered therein. In any such proceeding
      Richardson & Patel LLP may represent the Company regardless of whether such
      counsel has rendered advice to Executive in the past unless prohibited by law
      or
      rules of the California State Bar Association. The parties hereto hereby submit
      to the exclusive jurisdiction of the courts of the State of California for
      the
      purpose of enforcement of this agreement to arbitrate and any and all awards
      or
      orders rendered pursuant thereto. 

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

    


    
      	 	 	 
	 	ADERA
              MINES
              LIMITED
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Sidney Anderson

              Title:
                Chairman of Board of Directors

            
	 	 


      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              J.
                Stewart Asbury III

              ADDRESS:

            
	 	 


    

     

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