Board Committees

Audit Committee

The primary purpose of the audit committee is to provide oversight related to the preparation of the financial statements, the integrity of financial information provided to investors and the Securities Exchange Commission, the Company's system of internal accounting and financial controls, compliance with legal and regulatory requirements, the selection of independent auditors and evaluation of their performance, and the annual independent audit of the Company's financial statements.

Compensation Committee

The primary purposes of the Compensation Committee are to discharge the Board of Directors' responsibilities relating to the evaluation and compensation of the Corporation's Chief Executive Officer and other senior executives, and to produce an annual report on executive compensation for inclusion in the Corporation's proxy statement in accordance with applicable rules and regulations. The Committee also makes recommendations to the Board regarding succession planning and development for senior executives and positions as needed.

Board Affairs Committee

The primary purposes of the Board Affairs Committee are to monitor compliance with good corporate governance standards; to identify individuals qualified to become Board members; to recommend to the Board director nominees for election at the annual meeting of shareholders or for election by the Board to fill open seats between annual meetings; to recommend to the Board committee appointments for directors; to review and make recommendations to the Board regarding non-employee director compensation; and to develop and recommend to the Board corporate governance guidelines applicable to the Corporation.

Finance Committee

The primary purpose of the Finance Committee is to review the Corporation's financial policies, strategies and capital structure and take such action and make such reports and recommendations to the Board of Directors as it deems advisable. The duties of this committee include reviewing existing and proposed debt and equity financing instruments and their respective suitability for the Company's long-term growth strategy.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible for reviewing with the Board from time to time the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board.

These skills and characteristics of the Board, as a whole, may include (i) various and relevant career experience, (ii) relevant skills, such as an understanding of power generation, alternative fuels technology, finance, engineering and international commerce, (iii) financial expertise, (iv) diversity and (v) local and community ties. The minimum qualifications and skills that each director should possess include (i) the highest professional and personal ethics and values, (ii) broad experience at the policymaking level in business, government, education, technology or public interest, (iii) a commitment to enhancing stockholder value and (iv) sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The Nominating Committee evaluates the foregoing factors, among others, and does not assign any particular weighting or priority to any of these factors.

Stockholder Communications

Stockholders who wish to communicate with any or all members of the Board of Directors or with the non-management directors may write to them in care of the Corporate Secretary, Biotricity Corporation, 908 Town and Country Blvd., Suite 120 Houston, Texas 77024. All such communications which raise issues of significant interest to all stockholders generally, as determined by the Company in consultation with counsel when appropriate, will be referred to the appropriate director or directors as specified in the communication.