As at the date hereof, the Debtor is indebted to the Company in the amount of US$2,419,206.95 (the "Loans"), in principal , pursuant to the terms of various convertible notes (collectively, the "Notes") as outlined in Schedule "A"; and

The Company and the Debtor have agreed to forbear enforcement of the Loans and enter into an amended Note Agreement (the "Amended Note Agreement"), in form attached hereto as Schedule "B" to provide for certain amendments to the terms and conditions of the Notes and pursuant to the exchange of certain covenants specified herein.

The Debtor hereby agrees to:

deliver herewith the Amended Note Agreement, to be dated and effective as at August 11, 2017 as attached as Schedule "A" to this Debt Settlement Agreement;

issue concurrently herewith to the Company $400,000 common stock share purchase warrants (the "Warrants"), with $200,000 of the Warrants exercisable at $0.0025 per additional Common Share, and the remaining $200,000 of the warrants exercisable at $0.0035 per additional Common share (subject to certain closing price adjustments), or pursuant to “cashless exercise” provisions, for a period of five years.

The Company hereby agrees to forebear on enforcing the current Notes;

The parties hereto confirm that the Amended Note Agreement shall come into effect upon execution;

This Debt Settlement Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Time is of the essence.

This Debt Settlement Agreement may be executed and delivered in any number of counterparts, by facsimile copy, by electronic or digital signature or by other written acknowledgment of consent and agreement to be legally bound by its terms. Each counterpart when executed and delivered will be considered an original but all counterparts taken together shall constitute one and the same instrument.

The Lender has, pursuant to various convertible notes (collectively, the "Note Agreements"), advanced funds to the Borrower, in the principal amount of $2,419,206.95 as at the date hereof; and

The Borrower and the Lender now wish to make certain further amendments to the provisions of the Note Agreements.

All capitalized terms not otherwise defined herein shall have the meanings set out in the Note Agreements.

As an extension/forbearance fee the Borrower shall issue to the Lender $400,000.00 Common Share purchase warrants with the following terms:

½ of the warrants exercisable at $0.0025 per additional Common Share;

the remaining ½ of the warrants exercisable at $0.0035 per additional Common Share;

the warrants shall provide for “cashless exercise” provisions;

the terms of the warrants shall be for a period of 5 years from the date hereof; and

if the Borrower’s shares of common stock closes at or below .0005 for a period of 3 days the above warrant exercise prices adjust to 300% and 400% of the lowest trading price).

The conversion price related to the discount amount under the Note Agreements is amended from a 50% discount to a 25% discount..

In all other respects the terms and conditions of the Note Agreements shall continue in full force and effect and the Lender hereby agrees and confirms that the Note Agreements is in good standing and that the Borrower is not in default of any of its obligations under the Note Agreements.

Each of the parties hereto agrees to do and/or execute all such further and other acts, deeds, things, devices, documents and assurances as may be required in order to carry out the true intent and meaning of this Amending Agreement.

This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their successors and permitted assigns, as the case may be.

This Amending Agreement may be executed in counterparts and by electronic or facsimile transmission, each of which shall be deemed to be an original and all of which shall constitute one and the same document.