CONSULTING AGREEMENT

October 27th, 2009

                              The parties to this agreement are Dr. Harry H.S. Fong (the “Consultant”) and Caleco Pharma Corporation, a Nevada corporation (the “Company”).

                              The Company is engaged in the analysis, testing, development and commercialization of proprietary substances that may have medical value in the treatment of certain diseases in humans; such substances include, but are not limited to, a botanical-based product known as “Lamiridosins,” also known as Lamiridosin (“Lamiridosins”) which is owned by and based on intellectual property of the Company (all of the foregoing activities being hereinafter referred to as the “Business”).

                              The Consultant is a Professor Emeritus of Pharmacognosy, Department of Medicinal Chemistry and Pharmacognosy, University of Illinois at Chicago, holds a Ph.D. degree from The Ohio State University, has substantial experience in the testing and evaluation of botanical-based substances for potential medicinal uses, and has acted as a consultant for several companies in connection with the evaluation and/or testing of products owned or licensed by such companies.

                              Concurrently with the execution and delivery of this agreement, a corporation controlled by the Consultant (“NPPharm”), on the one hand, and the Company, on the other hand, are entering into a testing agreement (the “Testing Agreement”) pursuant to which, among other things, NPPharm will be responsible for the conduct of certain tests with respect to the Company’s “Lamiridosins” substance.

                              The Company wishes to retain the Consultant, and the Consultant wishes to be retained by the Company, for the purposes, and on the terms and conditions, set forth below in this agreement.

                              NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

                              1.       Retention as Consultant; Services .

                              (a)      The Company hereby retains the Consultant to render consulting services to the Company on the terms, provisions and conditions of this agreement, and the Consultant hereby accepts that retention. The Consultant shall render his services under this agreement diligently, to the best of the Consultant's talents, skills and expertise, and in accordance with the highest ethical standards. The Consultant shall not delegate the performance of any such services to any other person, firm or corporation without the prior

written consent of the Company, which consent the Company may grant or withhold in its sole and absolute discretion.

                              (b)      The Consultant shall, as requested by the Company from time to time, consult with and advise the Company's management, employees and agents, at reasonable times, in matters related to the Business. Such consultation services shall include, without limitation, assisting the Company with development of its general scientific direction and strategy, assisting the Company with the recruitment of additional full-time or part-time scientific and management personnel, assisting the Company (including through participating in presentations) with the due diligence activities of potential investors and strategic partners, interacting with representatives of government authorities (including licensing authorities) related to potential geographic markets for the Company’s products, and performing such other technical matters and activities within the Consultant’s area of expertise as the Company may reasonably request to assist the Company in its pursuit, development, licensing and commercialization of its products relating to the Business.

                              (c)      If requested by the Company, the Consultant also will participate as a founding member of the Company's Scientific Advisory Board which the Company may establish. The Consultant’s services as a member of the Company’s Scientific Advisory Board, if applicable, shall be considered part of the Consultant’s services hereunder and the Consultant’s time, if any, spent in connection with the Scientific Advisory Board shall be compensated pursuant to the terms of this agreement.

                              (d)      The Consultant shall provide not less than twenty (20) hours of consulting per year (with a “year” for this purpose beginning on September 1 and ending on August 31). As reasonably requested by the Company, the consulting services pursuant to this agreement shall be provided by the Consultant over the telephone, in person at the Consultant's office, at the Company's offices or another reasonable location, or through written reports or correspondence (including e-mail). If the Company requests additional consulting hours, the Consultant shall be paid a fee for each additional hour as set forth in section 3 hereof.

                              (e)      Subject to the foregoing, and subject to the provisions of Section 8 hereof, the Consultant shall have the right to engage in any other gainful activities, ventures and businesses.

                              2.       Term . Subject to earlier termination pursuant to Section 6 hereof, the term of the retention of the Consultant under this agreement (as the same may be extended in accordance with this Section 2 or terminated earlier as provided herein, the "Term") shall commence on the date hereof and shall continue in effect until the first anniversary hereof, whereupon this agreement shall automatically renew for successive one-year periods unless terminated by either party by written notice to the other party not less than sixty (60) days prior to the end of the then-existing Term, in which event this agreement shall terminate as of the last day of the then-existing Term.

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                              3.      Compensation; No Benefits .

                              (a)      In consideration of the services rendered by the Consultant hereunder, the Company shall pay to the Consultant a monthly fee of $1,000.00, which fee shall be payable at the beginning of each month. The Consultant shall provide prompt notice to the Company in the event that the Consultant anticipates that the consulting services performed by the Consultant during any year shall exceed 20 hours. Upon approval by the Company, the Consultant shall perform such additional services, and the Company shall compensate the Consultant for such services at the hourly rate of $600.00 per hour, payable promptly after submission by the Consultant of reasonable time records describing the services performed for such year.

                              (b)      Because the Consultant is not an employee of Company, he acknowledges and agrees that he is not entitled to participate in or receive any benefit or right as a Company employee under any Company employee benefit or welfare plan, including, without limitation, employee insurance, pension, savings and security plans as a result of his entering into this agreement. The Consultant shall be solely responsible for payment of and withholding of all income, employment, and other taxes. The Consultant shall not be entitled to any payment for vacation time.

                              4.       Business Expenses . The Company shall reimburse the Consultant for all reasonable expenses actually incurred or paid by the Consultant during the Term in connection with activities that are pre-approved in writing pursuant to the performance of the Consultant's duties hereunder, after submission by the Consultant to the Company of satisfactory supporting documentation in accordance with the Company’s policies from time to time in effect. Travel and lodging expenses shall require specific prior written approval by the Company. The requirement that Consultant obtain pre-approval in writing may be excused when, due to the exigent circumstances, it is not practical to obtain written pre-approval, in which case verbal pre-approval shall suffice.

                              5.       Independent Contractor . The Consultant shall be an independent contractor in providing the services hereunder and shall report directly to the President of the Company. Nothing contained in this agreement shall be deemed or construed to create a partnership or joint venture or any principal/agent or employer/employee relationship. The Consultant shall not have any right to legally bind or otherwise obligate the Company. The Consulta