This AMENDED AND RESTATED CONSULTING AGREEMENT dated effective the 1st day
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of May, 2002, is between, MICRON ENVIRO SYSTEMS INC. of Suite 990, 1500 West
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Georgia Street Vancouver, B.C., (the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇, of Suite
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980, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ (the "Consultant").
In consideration of the premises and the mutual covenants and agreements
hereinafter set forth, IT IS AGREED as follows:
1. The Consultant has represented to the Company that it has the technical,
business or management expertise to provide certain technical, business and/or
management services to the Company, other than services of a promotional,
investor relations or fiscal agency nature (the "Services").
2. The Company hereby retains the Consultant to provide the Services to the
Company for a term of twenty four (24) months unless extended or terminated
earlier as hereinafter provided (the "Term"). If it is reasonably necessary for
the Consultant to have the aid of assistants or the services of other persons,
companies or firms in order to perform properly the duties and obligations
required of the Consultant pursuant to this agreement, the Consultant may, from
time to time, utilize the services of those assistants. Any direction or
consultation given or service performed by the Consultant pursuant to the
provisions of this Agreement shall constitute the direction or consultation of
the performance of service by the Consultant.
3. During the Term, the Consultant shall diligently and faithfully devote the
time, effort and ability to the Company's affairs and business necessary to
perform the Services.
4. In consideration for the provision of the Services, the Company shall pay
the Consultant a fee in the amount of 250,000 shares of the Company's $.001 par
value common stock for Services actually rendered.
5. Notwithstanding the fact that the Company shall (i) subdivide its issued
and outstanding shares of common stock, (ii) combine its issued and outstanding
shares of common stock into a smaller number of shares of any class of common
stock, or (iii) issue any shares of its capital stock in a reclassification of
its common stock (including any such reclassification in connection with a
merger, consolidation or other business combination in which the Company is the
continuing corporation), the number of shares of the Company's common stock
payable to the Consultant each month during the Term shall continue to be and
hereby is 250,000.
6. The Company is aware that the Consultant also provides services to other
companies and that these other companies will require a certain portion of the
Consultant's time.
7. This agreement may be terminated at any time by either party on ninety (90)
days' prior written notice to the other party.
8. The Consultant shall not, either prior to, during or after the Term,
disclose to any person, nor make use of, any information whatsoever relating to
the Company, its business, policies, methods or information which he/she shall
have acquired in any manner.
9. The Services are personal in character, and neither this Agreement nor any
rights or benefits arising thereunder are assignable by the Consultant without
the prior written consent of the Company.
10. If any provision, word or clause of this Agreement shall be held to be
illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability shall not affect the remaining provisions which shall be fully
severable, and this agreement shall be construed and enforced without regard to
such illegal, invalid or unenforceable provision.
11. This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the parties hereto hereby
irrevocably attorn to the exclusive jurisdiction of the Courts of such Province.
12. The Company and the Consultant each represent and warrant to the other that
they have read this agreement, that they have sought and obtained independent
legal advice with respect to the contents hereof and that they fully understand
the terms and legal effect of this agreement.
MICRON ENVIRO SYSTEMS INC., CONSULTANT
a Nevada corporation
Per: Per:
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Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇