Boundaries Capital 13D, Debt Settlement

THIS DEBT SETTLEMENT AGREEMENT made as of the 3 day of June, 2003.


BETWEEN:


Nathan Nock
402-4373 Halifax Street
Burnaby, B.C.
V5C 5Z2


(hereinafter called the "Creditor")


OF THE FIRST PART


AND:


BOUNDARIES CAPITAL, INC.,
A company incorporated under the laws of Nevada and with an
office in British Columbia,
460-789 West Pender Street, Vancouver, British Columbia V6C
1H2 CANADA


(hereinafter called the "Debtor")


OF THE SECOND PART


WHEREAS:


A. As at the date hereof, the Debtor is indebted to the Creditor in
the total amount of US $ 50,000. (the "Debt");


B. The Debtor has agreed to issue to the Creditor a total of
5,000,000 shares (the "Shares") in the capital stock of the
Debtor at a deemed price of US $0.01 per share.


C. The Creditor has agreed to accept the said Shares in full
satisfaction of the Debt;


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the mutual promises and covenants herein contained, the parties
hereto agree as follow:


1. The Creditor hereby agrees to accept from the Debtor the Shares
in full satisfaction of the Debt. ...