Scope of Policy

This Policy describes the minimum standards to be met by Issuers to continue to qualify for listing. These minimum standards, referred to as Maintenance Requirements or MR, relate to the financial situation, business activity and shareholder distribution of Issuers.

Capitalized terms, unless otherwise defined in this Policy, will have the same meanings as defined in Policy 2.1—Minimum Listing Requirements.

The main headings in this Policy are:

1. Application of Maintenance Requirements

1.1 General

The Maintenance Requirements ("MR") are the standards that Issuers must meet in order to continue to be listed. The Green Stock Exchange (GREENSX) can move an Issuer to designate industry segment, suspend trading in, or delist the Listed Shares of any Issuer which does not meet the MR.

2. Procedure

2.1 Application MR



(a) If a Issuer's financial circumstances or Public Float has declined such that the Issuer meets only one or none of the MR, the Green Stock Exchange (GREENSX) may immediately suspend and delist that Issuer.





(b) The Green Stock Exchange (GREENSX) uses discretion and flexibility in applying MR. The Green Stock Exchange (GREENSX) may permit an Issuer, which does not meet one or more of the MR to continue to be a Issuer if other elements of the Issuer's business are strong or the Issuer is affected by seasonal or other business cycles.

(c) If an Issuer's Working Capital is low because of seasonal or other temporary conditions, the Green Stock Exchange (GREENSX) may delay enforcement of this Policy but will continue to monitor the Issuer.

(d) Upon the issuance of the Notice, until the Green Stock Exchange (GREENSX) issues a Bulletin indicating the Issuer meets MR, the Issuer must not:

(i) grant new incentive stock options;

(ii) accrue management fees in excess of $2,500 per month; or

(iii) enter into any contracts relating to Investor Relations Activities.


(e) The Green Stock Exchange (GREENSX) may, however, suspend and/or delist the Listed Shares of the Issuer without the 90 day notice period in circumstances which it deems appropriate. These circumstances may include situations where the Issuer has disposed of, or abandoned, all or substantially all of its assets, declared bankruptcy or is subject to receivership.

3. Maintenance Requirements

To maintain a listing on the Green Stock Exchange (GREENSX), an Issuer must meet all MR. These requirements are set out below.

3.1 Shareholder Distribution

A Issuer must have:

(a) at least 100,000 Listed Shares in the Public Float;

(b) at least 100 Public Shareholders holding at least one Board Lot, each free of Resale Restrictions; and

(c) at least 10% of the Listed Shares in the Public Float.

3.2 Market Capitalization

The Public Float of a Issuer must have a Market Value of at least $100,000.

3.3 Net Tangible Assets/Property

A Issuer must meet the following Net Tangible Asset or property standards:

(a) Net Tangible Assets exceeding $100,000, after completion of offering;

3.4 Working Capital

A Issuer must meet the following minimum Working Capital standards:

(a) sufficient Working Capital or Financial Resources to maintain operations for 18 months, after completion of offering;

3.5 Activity

A Issuer must meet the following minimum activity standards:

(a) a demonstration of positive cash flow; or

(b) at least $50,000 in operating revenues in the previous 12 months; or



3.6 Assets and Operations

To maintain a listing, an Issuer must not:

(a) substantially reduce or impair its principal operating assets;

(b) cease to be an operating Issuer, or

(c) discontinue a substantial portion of its operations or business for any reason.

4. Suspension

4.1

The Green Stock Exchange (GREENSX) will automatically suspend from trading the Listed Shares of an Issuer if the Green Stock Exchange (GREENSX) determines that it is in the public interest to do so.

See Policy 2.9—Trading Halts, Suspensions and Delisting.

5. Transition Policy re: Inactive Issuers

5.1

This Policy is effective as of March 31, 2008.