THIS DEBT SETTLEMENT AGREEMENT made the 11th day of March, 2004

B E T W E E N:

         DIALEX MINERALS INC., (the "Corporation") a company  incorporated under
         the laws of the State of Nevada

                                                            OF THE FIRST PART

AND

         G. BROWN ("Brown") an individual residing in the Province of Ontario

                                                            OF THE SECOND PART

WHEREAS the  Corporation  is indebted (the "Debt") to Brown in the amount of CDN
$18,097 pursuant to invoices for management and consulting  services provided to
the Corporation by Brown for the period ending February 29, 2004

AND WHEREAS the parties hereto wish to settle the Debt by having the Corporation
issue common shares from treasury to Brown;

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and the mutual  promises  and  agreements  herein  contained  (the  receipt  and
sufficiency  of which  are  hereby  acknowledged  by each of the  parties),  the
parties hereto covenant and agree as follows:

1. Subject to  regulatory  approval,  Brown hereby agrees to convert the Debt by
subscribing  for 180,970 commmon shares of the Corporation at price of CDN $0.10
per share (the "Settlement Shares"),  being $18,097 in the aggregate, and hereby
remise,  release and  forever  discharge  the  Corporation  from the Debt,  said
release and discharge to be in the form of Schedule "A" annexed hereto.

2.  Subject to  regulatory  approval,  the  Corporation  hereby  agrees  that in
consideration  of the  release  of the  Debt,  it  shall  allot  and  issue  the
Settlement Shares to G. Brown,  said Settlement Shares to be issued at a paid up
capital  price of CDN $0.10 per share.  The  Settlement  Shares are to be issued
under the Securities Act of 1933 pursuant to registration with the United States
Securities and Exchange Commission on Form S-8.

3. It is further  acknowledged  by the  parties  that the  participation  of the
Parties hereto is voluntary.

4. The parties hereto agree that the covenants contained herein shall be binding
upon their respective heirs, executors, administrators and assigns.

5. This Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein.


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6.  This  Agreement  and  the  schedules  annexed  hereto  supersede  all  prior
negotiations,  undertakings  and agreements  between the parties with respect to
the subject matter hereof,  and this Agreement and its schedules  constitute the
entire agreement of the parties respecting the matters herein contained.

7. No  amendment,  modification,  alteration,  or  waiver  of the  terms of this
Agreement  shall be binding  unless made in writing and  executed by the parties
hereto or their successors or assigns.

8.  This  Agreement  may  be  executed  by the  parties  hereto  in one or  more
counterparts by original or facsimile signature,  each of which when so executed
shall be deemed an original and all of which together  shall  constitute one and
the same instrument.

IN WITNESS  WHEREOF this  Agreement has been executed  under seal by the parties
hereto as of the day and year first above written.

SIGNED, SEALED AND DELIVERED         )
         in the presence of          )    DIALEX MINERALS INC.
                                     )
                                     )
                                     )
                                     )
                                     ) Per: Alexander Stewart c/s
                                     ) ----------------------------------------
                                     )      ALEXANDER STEWART, President
                                     ) I have authority to bind the corporation.
                                     )
                                     )
                                     )
                                     )
                                     ) Per:
                                     )
Witness (signature)                  )
                                     )
                                     )
- -------------------------------------) --------------------------------
Name of witness (pleaseprint)              Gary Brown




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                                  SCHEDULE "A"


                          RELEASE and DISCHARGE OF DEBT


TO:      DIALEX MINERALS INC. (the "Corporation")

FROM:    G. Brown


IN CONSIDERATION of the issuance of 805,840 common shares of the Corporation, in
accordance  with  an  agreement  dated  as  of  the  date  hereof,  between  the
Corporation and the undersigned,  the undersigned  hereby remises,  releases and
forever  discharges the Corporation from its obligation to pay a debt of $18,097
owed to the undersigned.



DATED this 11th day of March, 2004.


SIGNED, SEALED AND DELIVERED         )
   in the presence of                )
                                     )
                                     )
                                     )      Per:   /s/ Gary Brown
- ------------------------------       )          -------------------------------
Witness (signature)                  )             Gary Brown
                                     )
- ------------------------------       )
Name of witness (please print)       )









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