CONSULTANCY AGREEMENT

A.

EESTech is a technology company incorporated in Delaware, USA;

B.

EESTech is desirous of appointing Australia Corporation Consulting Pty Ltd (ACC) as a Consultant and Chief Financial Officer to the Company. EESTech consents to Mr Ian Hutcheson representing ACC in all financial matters and that Mr Hutcheson will carry out the responsibilities of the Chief Financial Officer of EESTech;

C.

You have agreed to accept the position subject to and conditional upon the terms and conditions of this agreement.

1.

1.1.

By the execution of this agreement you are appointed as a Consultant of EESTech and Chief Financial Officer or such other position as may be determined by EESTech and agreed to by you.

1.2.

You are not required to give your full time and attention to this position but you must give such time and attention to your duties hereunder as will enable you to fulfill your duties and obligations under this agreement to the reasonable satisfaction of EESTech.

2.

2.1.

Your appointment as a Consultant commences on the First day of January 2007 and terminates on the Thirty-First day of December 2012 unless terminated earlier pursuant to the terms of this agreement.

2.2.

You have the option to extend the term of your Consultancy Agreement for a further period of five (5) years ie. from the First day of January 2012 to the Thirty-First day of December 2017 on the same terms and conditions as contained in this agreement with the exception of this clause and Schedule A. During the option period remuneration will be as agreed upon between the parties but in no event shall be less than the remuneration set out in Schedule A increased by twenty-five percent (25%) per annum. You must give notice of exercise of this option to EESTech in writing not later than one (1) month prior to the expiration of the term set out in clause 2.1.

3.

3.1.

Particulars of your remuneration are set out in Schedule A to this agreement.

4.

4.1.

You must:-

(a)

perform to the best of your ability and knowledge the duties assigned to you by EESTech from time to time at such places as EESTech requires;

(b)

serve EESTech faithfully and diligently to the best of your ability;

(c)

act always in the best interests of EESTech;

(d)

comply with all lawful directions given to you by EESTech;

(e)

comply with all law applicable to your position and the duties assigned to you;

(f)

report to the person or persons nominated by EESTech from time to time;

4.2.

Without limiting your duties to EESTech, during your consultancy you must not:-

4.3.

Unless you are a Director of EESTech, you acknowledge that you have no authority to bind, or make representations on behalf of, EESTech, except to the extent that you are from time to time expressly authorized to do so.

4.4.

If you become aware of or suspect any unlawful or unethical act or omission by any personnel or person associated with EESTech, then you must advise EESTech immediately.

5.

 Travel

5.1.

EESTech may require you to travel (including interstate and overseas) on EESTech business and, as part of this, use such transport as EESTech determines.

6.

6.1.

EESTech will pay for or reimburse you for your reasonable work related expenses approved by EESTech subject to you providing the appropriate receipts or tax invoices as required by EESTech.

7.

7.1.

You must keep confidential all confidential information other than confidential information that:

you are required to disclose in the course of your duties as a Consultant of EESTech; or

you are required by law to disclose.

7.2.

You must only use confidential information for the purpose of performing your duties as a Consultant of EESTech and not for personal benefit or for that of any third party.

7.3.

You must immediately notify EESTech of any suspected or actual unauthorized use, copying or disclosure of confidential information.

7.4.

You must provide assistance reasonably requested by EESTech in relation to any proceedings EESTech may take, or threaten to take, against any person for unauthorized use, copying or disclosure of confidential information.

8.

8.1.

You:

presently assign to EESTech all existing and future intellectual property rights; and

acknowledge that by virtue of this clause all such existing intellectual property rights are vested in EESTech and, on their creation, all such future intellectual property rights will vest in EESTech.

8.2.

You must disclose all intellectual property rights to EESTech.

8.3.

You must do all things reasonably requested by EESTech to enable EESTech to exploit and further assure the rights assigned.

9.

9.1.

You may terminate this agreement by giving EESTech four (4) weeks notice in writing.

9.2.

Without limiting EESTech’s rights, this contract may be terminated by EESTech at any time immediately if you, (whether before or after the date of this agreement);

(i)

wilful, or deliberate behaviour by you that is inconsistent with the continuation of this consultancy agreement;

(ii)

conduct that causes imminent, or serious, risk to:

A.

the health or safety of a person; or

B.

the reputation, viability or profitability of EESTech’s business;

(iii)

during the course of this agreement, engage in theft, fraud or assault; or

9.3.

Termination under this clause does not affect any accrued rights or remedies of either party.

9.4.

This clause 9 prevails over the remainder of this agreement and is not limited by any other provision of this agreement (including implied terms).

10.

10.1.

If this agreement is terminated for any reason:-