Portlogic Systems Inc. First Canadian Place Toronto, Ontario M5X 1K7 Canada Phone: 1.702.357.8674 Fax: 1.212.401.2850 info@portlogicsystems.com May 30, 2008 Edward Hadeed Soldier Bay Circle Blue Waters Antigua, West Indies Subject: Side Letter...

Portlogic Systems Inc.

First Canadian Place

000 Xxxx Xxxxxx Xxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxx  X0X 0X0  Xxxxxx

Phone: 0.000.000.0000

Fax: 0.000.000.0000

xxxx@xxxxxxxxxxxxxxxx.xxx

May 30, 2008

Xxxxxx Xxxxxx

Soldier Bay Circle

Blue Waters Antigua, West Indies

Subject:  Side Letter Agreement to the Convertible Debenture between Portlogic Systems Inc. and Xxxxxx Xxxxxx, dated March 11, 2005.

Dear Xx. Xxxxxx:

This Side Letter Agreement entered into on May 30, 2008, by and between Portlogic Systems Inc. and Xxxxxx Xxxxxx, will serve to modify Sections 3(c)(iii) and 3(c)(iv) of the Convertible Debenture (the “Debenture”) entered into on March 11, 2005, by and between Portlogic Systems Inc. and Xxxxxx Xxxxxx. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the Debenture.

Sections 3(c)(iii) and 3(c)(iv) of the Debenture shall be deleted in their entirety and are hereby modified as follows:

(iii)

Reserved.

(iv)

Reserved.

No other terms, rights or provisions of the Debenture are or should be considered to have been modified by the terms of this Side Letter Agreement and each party retains all other rights, obligations, privileges and duties contained in the Debenture.  

Agreed and Accepted on May 30, 2008:

Very truly yours,				Agreed to and Accepted by:
Portlogic Systems Inc.				Xxxxxx Xxxxxx
/s/ Jueane Xxxxxxxx				/s/ Xxxxxx Xxxxxx
Name: Jueane Xxxxxxxx				Name: Xxxxxx Xxxxxx
President				May 30, 2008
Title				Date
May 30, 2008
Date