Mantra is indebted to Bijl pursuant to the terms of a Convertible Debenture dated October 28, 2008 (the “Debenture”);

Bijl has commenced an action in the Supreme Court of British Columbia, S.C.B.C. Action No. S108389 (the Action) to enforce payment of the Debenture;

The parties have entered into this agreement in full and final settlement of the Debenture.

Compliance with the terms and conditions of this agreement shall be full accord and satisfaction of the Debenture;

Due date of the Debenture will be extended to 5:00PM Pacific Standard

Within five business days from the execution of this Agreement by both parties Mantra will pay to Bijl the sum of $43,890.41 representing net interest accrued up to and including September 30, 2012, less the $15,000 payment received on February 16, 2012;

Commencing October 31, 2012 and on the last day of each and every month thereafter Mantra will pay Bijl monthly interest payments as accrued on the Debenture at 10 percent per annum until April 11, 2013.

Mantra will pay all interest and principal owing on the Debenture on or before April 11, 2013 plus the sum of $10,000 as agreed by the parties.

Default

The following are acts or events of default:

the failure to pay or perform any obligations, liabilities or indebtedness owed by Mantra whether under this or under another present or future agreement, note or instrument as and when due (whether due by maturity or by acceleration);

the insolvency of Mantra or the appointment of a receiver, manager, trustee, liquidator, for any of the property of the Mantra or an assignment for the benefit of Mantra’s creditors;

the institution of a proceeding in bankruptcy against Mantra whether voluntarily or involuntarily;

Waiver of Presentment, etc.

Mantra hereby waives presentment, demand, notice of dishonour, notice of protest, notice of non-payment and any other notice required by law to be given Mantra in connection with the delivery, acceptance, performance, default or enforcement of this Agreement consents to,

any delays, extensions, renewals or other modifications of this agreement;

any waivers of any term of this Notice;

Proper Law

This Agreement is subject to the laws of British Columbia and every Party consents to the non-exclusive jurisdiction of the courts of British Columbia in respect of all proceedings arising under the Debenture.

Upon execution of this Agreement, Bijl agrees not to take any further steps with regard to the Action, provided that all interest and final payments are received on time, within a 10 day grace period.

Interpretation Agreement,

a word importing the masculine, feminine or neuter gender only includes members of the other genders;

a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa;

the headings to each section are inserted for convenience of reference only and do not form part of the Agreement;