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

         ALEXANDER STEWART,  ("Stewart") an individual  residing in the Province
         of Ontario

                                                            OF THE SECOND PART

WHEREAS the Corporation is indebted (the "Debt") to Stewart in the amount of CDN
$215,500 pursuant to invoices for management and consulting services provided to
the Corporation by Stewart for the period ending March, 2004;

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

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,  Stewart hereby agrees to convert the Debt by
subscribing for 2,155,000 common shares of the Corporation at price of CDN $0.10
per share (the "Settlement Shares"), being $215,500 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 Alex Stewart, 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.

DATED this 11th day of March, 2004.


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)                  )
                                     )
                                     ) /s/ Alexander Stewart
- -------------------------------------) --------------------------------
Name of witness (pleaseprint)               ALEXANDER STEWART





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                                  SCHEDULE "A"


                          RELEASE and DISCHARGE OF DEBT


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

FROM:    ALEXANDER STEWART


IN  CONSIDERATION of the issuance of 2,155,000 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 $215,500
owed to the undersigned.


SIGNED, SEALED AND DELIVERED         )
   in the presence of                )
                                     )
                                     )
                                     )      Per:   /s/ Alexander Stewart
- ------------------------------       )          -------------------------------
Witness (signature)                  )             ALEXANDER STEWART
                                     )
- ------------------------------       )
Name of witness (please print)       )



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