A.

The Company is engaged in the business of researching, developing, marketing, distributing and licensing sustainable technologies and initiatives;

1.1

The Company hereby engages the Consultant to provide services in accordance with the terms and subject to the conditions of this Agreement through and the Consultant hereby accepts such engagement.

2.1

The term of the Consultant’s engagement shall be for a period of 12 months from the date on which the Consultant is officially appointed as a director of the Company following the SEC stipulated 30 day wait period from the filing of an information circular regarding the appointment of the Consultant.

3.1

3.2

In providing the Services, the Consultant shall:

(a)

comply with all applicable federal, provincial, local and foreign statutes, laws and regulations;

(b)

not make any misrepresentation or omit to state any material fact that may result in a misrepresentation regarding the business of the Company; and

(c)

not disclose, release or publish any information regarding the Company without its prior written consent.

4.1

Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute the Consultant as an agent, legal representative or employee of the Company; or (iii) authorize or permit Consultant or any director, officer, employee, agent or other person acting on its behalf to incur on behalf of the other party any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the Company in any manner in favour of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind.  The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

5.1

The Company shall reimburse the Consultant for any expenses reasonably incurred in the carrying out of the Services, if the Consultant requests and receives written approval from the Company to incur such expenses.

5.2

The Consultant shall receive options to purchase 200,000 shares of the Company’s common stock in accordance with Schedule “A” attached hereto for the Services provided pursuant to this Agreement.

6.1

The Consultant agrees that he shall, at all times, faithfully and in a professional manner perform all of the duties that may be reasonably required of the him pursuant to the terms of this Agreement. The Company acknowledges that Consultant is engaged in other business activities, and that the Consultant shall be permitted to continue such activities during the term of this Agreement.  The Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.

7.1

Force Majeure .  The Company shall have the right to suspend this agreement in the event of force majeure at any time (provided written notice to the Consultant shall be promptly given), without any further obligation to the Consultant.  The suspension of this Agreement shall not relieve the Consultant of any of his obligations hereunder or otherwise in connection with the Services.  The Company shall have the right to terminate this Agreement by giving written notice to the Consultant where an event or events of force majeure continue for a continuous period of forty-eight (48) hours, excluding non-business days or five (5) days in the aggregate at any other time.

7.2

8.1

The Consultant shall not, without prior authorization of the Company, at any time during the term of this agreement, or thereafter, disclose to any person, firm, association or corporation other than the directors, officers or employees of the Company, the private or business affairs of the Company or its affiliated companies, or any other information of a private or confidential nature concerning the Company or its affiliated companies including, without limitation:

a)

information concerning trade secrets, products, technology, sales literature and brochures, forms, business policies and concepts, and contracts of the Company;

(b)

information concerning manufacturing and production, pricing and sales policies, and marketing techniques and concepts in respect of products and services provided or to be provided by the Company;

(c)

names, addresses and contact information of past, present or prospective customers, employees, shareholders, officers, directors or associates of the company, or any person or entity having a past, present, or prospective business relationship with the Company, and

b)

names, addresses and contact information of past, present or prospective suppliers, consultants, lenders or professional advisors of the Company and prices or rates charged by them