Transfer Agent And Registrar Agreement

EMPIRE

STOCK TRANSFER





TRANSFER AGENT AND REGISTRAR AGREEMENT



THIS AGREEMENT is made and entered into on March 23, 2006.



BETWEEN: Empire Stock Transfer Inc., a body corporate duly incorporated under the laws of the State of Nevada and having an office situated at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128 (the "Transfer Agent")



AND: MORTLOCK VENTURES INC.

Name of the Company



Nevada

State of Incorporation



102 - 7281 Cambie Street, Vancouver, B.C., Canada, V6P 3H4

Address of Company



In consideration of the mutual premises, covenants and agreements contained herein, the parties agree as follows:



1. The Company hereby appoints Transfer Agent as the sole Transfer Agent and Registrar for the Company's capital stock.


2. The Company warrants and represents to the Transfer Agent that the Company has full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof, including the execution of this Agreement by the authorized signatory indicated below.


3. The Company agrees to provide the Transfer Agent with a current, accurate and complete shareholder list, inclusive of shareholder names, addresses, applicable social security numbers, number of shares, date of issue and the certificate numbers by which these shares are represented. The Company also covenants to notify the Transfer Agent of material changes in its affairs that my affect the Transfer Agent's provision of services hereunder including, without limitation, a change in directors, officers, management and/or affiliates of the Company; alternation of the Company's capitalization by way of forward or ...