1st day of July, 2006 Uses in Corporate Power; Authorization; Enforceable Obligations Clause

Corporate Power; Authorization; Enforceable Obligations

This certifies that, for value received, MARK WOLINSKY (Holder) is entitled, subject to the terms set forth below, to purchase from NEUTRON ENTERPRISES, INC., a Nevada corporation (the Company), shares of the common stock, $.001 par value per share, of the Company (Common Stock), as constituted on the date hereof (the Option Issue Date), with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.

Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by the Company of this Option: (i) are within the Companys corporate power; (ii) have been duly authorized by all necessary or proper corporate action; (iii) are not in contravention of the Companys articles of incorporation or bylaws; (iv) will not violate in any material respect, any law or regulation, including any and all Federal and state securities laws, or any order or decree of any court or governmental instrumentality; and (v) will not, in any material respect, conflict with or result in the breach or termination of, or constitute a default under any agreement or other material instrument to which the Company is a party or by which the Company is bound.