Consulting Agreement between Harold Schneider and the registrant dated September 1, 2008

The Company is engaged in the business of developing, licensing and acquiring technologies and concepts in the field of Alternative Energy Sources;

The Consultant is in the business of assisting public companies in the area of accounting; and

The Company wishes to retain and the Consultant has agreed to provide the Consultant’s services to the Company on the terms and subject to the conditions of this Agreement.

DUTIES AND ENGAGEMENT

The Company hereby engages the Consultant as an independent contractor and the Consultant accepts such engagement. During the term of the engagement the Consultant shall provide the following services to the Company, as requested or modified by the Board of Directors of the Company from time to time (the “Services”):

Accounting Services. The Consultant shall provide professional accounting services to the Company, including preparation of the Company’s tax returns;

Accounting Standards. The Consultant shall develop, produce, or implement, on an ongoing, as needed basis, accounting standards, reporting systems, budgets and financial forecasts for the Company; and

Other Services. Such other Services as reasonably required by the Company from time to time.

LIMITATION ON DUTIES

In carrying out the Services the Consultant shall:

Act only upon and according to the lawful instructions given to the Consultant by the Board of Directors of the Company or, to the extent that there is no conflict with such instructions of the Board of Directors, according to the instructions of any executive officer or senior manager of the Company;

Render and perform the Services to the best of its skill and ability in accordance with best professional practices;

Not disclose any information about the Company, its business, or its subsidiaries to anyone prior to the information being released to the general public, unless specifically given written permission to make the specific disclosure by the Board of Directors of the Company;

Not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior consent in each instance;

Not hold itself out as being able to commit the Company, or hold itself out as an employee, partner or joint venturer of the Company; and

Not provide any services related to investor relations or capital raising activities.

TERM

The term (the “Term”) of this Agreement shall commence as of September 1, 2008 and shall expire on August 31, 2009, unless terminated at an earlier time by either of the parties in

accordance with below Section 5, or unless extended by mutual written agreement of the parties prior to August 31, 2009.

COMPENSATION AND EXPENSES

Monthly Fee. As consideration for the provision of the Services, the Company shall pay to the Consultant a monthly fee of Seven Thousand United States Dollars (CAD $7,000) (the “Monthly Fee”). The Monthly Fee will be payable by the issuance of S-8 shares in the Company stock of the Company pursuant and subject to the Company’s 2008 Stock Compensation Plan, a copy of which is attached hereto and incorporated into this Agreement as Exhibit “A”. The Monthly Fee for the entire initial term of the Agreement will be issued by the Company within 10 business days of the Effective Date. In the event this Agreement is terminated, the Consultant shall be required to refund any pro-rated portion of the Shares to the Company for any period during the Term for which the Services were not provided.

Expenses. The parties agree that the Monthly Fee hereunder shall be inclusive of any and all fees or expenses incurred by the Consultant pursuant to this Agreement, including but not limited to the costs of rendering the Services, unless otherwise pre-approved by the Company in writing. The Company shall reimburse the Consultant for any verifiable expenses of the Consultant that have been pre-approved by the Company, provided that the Consultant shall submit to the Company an itemized written account of each expense claimed by the Consultant hereunder, together with corresponding receipts, account statement or other proof of purchase in a form acceptable to the Company, within 10 business days after the Consultant incurs each applicable expense.

TERMINATION AND DEFAULT

Termination without Cause. Each party shall have the right to terminate this Agreement at any time by providing written notice to the other not less than 30 days prior to the desired date of termination.

Termination for Default. If either party (i) breaches any warranty or other material provision of this agreement, (ii) files a voluntary petition in bankruptcy, (iii) is subject to an involuntary petition in bankruptcy filed against it, or (iv) if a trustee or liquidator is appointed for either party, whether directly or in relation to that parties properties (each and all such events being herein defined as “default”) then at any time during the continuance of such default the other party may, in addition to any other rights it may have at law or in equity, suspend delivery or performance of the Services as are affected by such default, and/or terminate this Agreement with respect to all the Services or such Services as are affected by such default. A default by

either party under this Agreement shall not be deemed to be a default under any and all other agreements between the Consultant and the Company.

Notwithstanding the foregoing, the party relying on such default shall provide written notice of its intention to terminate this Agreement by reason of default hereunder and the defaulting party shall have ten days from its receipt of such notice within which to cure such default (provided that the foregoing notice requirement shall not apply in the case of default which, by its nature, cannot be cured within ten days).

Events of Default Warranting Termination Without Notice. Notwithstanding anything to the contrary herein the Company may terminate this Agreement without notice to the Consultant upon occurrence of any of the following events:

any act or omission of the Consultant that constitutes an incident of fraud, dishonesty, misappropriation, bad faith, negligence or similar act, the whole as determined by the Company in its the sole discretion;

any failure by the Consultant to comply with any material laws or regulation applicable to the Company, including but not limited to the United States Securities Act of 1933 and the United States Securities and Exchange Act of 1934), the whole as determined by the Company in its sole discretion; or

any indictment of the Consultant on any criminal charge, whether in Canada the United States or elsewhere.

Force Majeure. If it shall be impossible or become illegal for either party to substantially perform hereunder as required for a temporary period due to strike, flood or other natural calamity or catastrophe or due to governmental law, order or regulation, then such impossibility shall not constitute a default hereunder, and each of the provisions hereof shall continue with full force and effect; except that the Term of this Agreement shall be extended for a term equal to the duration of such temporary impossibility of performance. If such impossibility by either party shall continue for a period of more than ten days, either party may then terminate this Agreement by providing written notice to the other.

NON-EXCLUSIVITY

The Company acknowledges that the Consultant is engaged in other business activities, and that it shall 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 provided that the Services shall be rendered to the Company on a first priority basis without exception.

CONFIDENTIALITY

“Confidential Information” means the specific terms and conditions set forth in this Agreement, and any information of the Company, or of any entity controlling, controlled by, or under common control with the Company (individually and collectively an “Affiliate”), which information is non-public, confidential or proprietary in nature, including, without limitation, business information, trade secrets, technical or non-technical data, know-how, formulas, patterns, compilations, computer programs and software (including source and object code), devices, drawings, processes, methods, techniques, financial and product plans or data, lists of or information regarding actual or potential customers or suppliers, and other business information which: (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

The Consultant acknowledges that certain of the material and information made available to the Consultant by the Company in the performance of the Services shall constitute Confidential Information. The Consultant recognizes that the Confidential Information is the sole and exclusive property of the Company, and the Consultant shall use its best efforts and exercise utmost diligence to protect and maintain the confidentiality of the Confidential Information. the Consultant shall not, directly or indirectly, use or disclose the Confidential Information, whether or not acquired, learned, obtained or developed by the Consultant alone or in conjunction with others, except as such disclosure or use may be required in connection with the performance of the Services or as may be consented to in writing by the Company.

The Confidential Information is and shall remain the sole and exclusive property of the Company regardless of whether such information was generated by the Consultant or by others, and the Consultant agrees that upon termination of this Agreement it shall deliver promptly to the Company all such tangible parts of the Confidential Information including records, data, notes, reports, proposals, client lists, correspondence, materials, marketing or sales information, computer programs, equipment, or other documents or property which are in the possession or under the control of the Consultant without retaining copies thereof.

Each of the obligations of the Consultant in this section 7 shall also apply to any confidential information of customers, joint venture parties, partners, employees, contractors, directors,

officers or shareholders of the Company or an Affiliate, or to any other entities of any nature whatsoever with whom the Company or any Affiliate has business relations.

Notwithstanding the foregoing provisions of this clause, the Consultant shall not be liable for the disclosure or use of any of the Confidential Information to the extent that the Confidential Information:

was in the public domain prior to the Effective Date of this Agreement or subsequently came into the public domain through no fault of the Consultant;

was lawfully received by the Consultant from a third party, which third party was, to the knowledge of the Consultant, free of any obligation of confidentiality;

was already in the lawful possession of the Consultant without an obligation to maintain its confidentiality prior to its disclosure to the Consultant;

is required to be disclosed by applicable law, or in a judicial or administrative proceeding, but only so long as the Consultant, to the extent it is not legally prohibited, gives the Company notice, prior to any disclosure, of any request to disclose Confidential Information so that the Company has an opportunity to object to the production or disclosure of the requested information. In the event that Confidential Information is produced under such legal compulsion, such production shall be strictly limited to the requesting party as dictated by applicable law or court order, shall be limited in scope to the extent practicable, and shall not otherwise affect the confidential nature of such Confidential Information;

can be proven to have been subsequently and independently developed, without violation of this Agreement, by employees, consultants or agents of the Consultant who did not have access to the Confidential Information; or

is disclosed by the Consultant in accordance with the prior written approval of the Company, but only to the extent allowed and for the limited purposes specified in such written approval. Such permitted disclosure shall not otherwise affect the confidential nature of such Confidential Information.

For purposes of this Agreement, Confidential Information shall not be deemed to be in the public domain or be in the Consultant’s lawful possession merely because it consists of components that are within the public domain.

The covenants and agreements contained in this section 7 shall survive the termination of this Agreement.

NON-SOLICITATION

The Consultant shall not during the Term of this Agreement hire or take away or cause to be hired or taken away any employee or consultant of the Company. Additionally, for a period of

months following the termination of this Agreement, the Consultant shall not hire or take

away or cause to be hired or taken away any employee or consultant who was in the employ of the Company during the 12 months preceding such termination.

GRANT OF RIGHTS

The Consultant agrees that the results and proceeds of the Consultant’s Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under the Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All work and materials, including all intellectual property and any other rights including, without limitation, all copyright which the Consultant may have in and to the results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company, and are otherwise hereby assigned to the Company as and when created. The Consultant hereby waives in favor of the Company any moral rights which it may have, if any, in and to any works, materials, or services which it may provide or create hereunder.

The Consultant hereby grants to the Company the irrevocable right to use or permit others to use the Consultant’s name, likeness, biography and other personal identification in connection with any advertising, publicity, promotion or other business of the Company, or in connection with any disclosure obligations of the Company pursuant to any applicable corporate or securities laws.

REPRESENTATIONS AND WARRANTIES

The Consultant represents, warrants, and covenants to the Company as follows:

(a)

To the best of the Consultant’s knowledge, information and belief, all of the results and proceeds of the Consultant’s Services will not defame any person and will not infringe upon the copyright or any other right of any person or company, or violate any law, regulation, or judicial or governmental order.

The Consultant will not accept any engagement nor engage in any activities that will interfere with the Consultants’ ability to provide the Services set out herein;

INDEMNIFICATION

The Consultant agrees to indemnify and hold harmless the Company, its partners, financiers parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns (collectively the “the Company Indemnified Parties”) from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of the Consultant’s representations and warranties contained herein, by any breach of any other provision of this Agreement by the Consultant.

Without limited the foregoing, the Consultant agrees to indemnify and hold harmless the Company Indemnified Parties from and against any and all taxes or amounts which the Company may have to pay and any and all liabilities (including judgments, penalties, interest, damages, costs and expenses including reasonable outside legal fees) which may be obtained against, imposed upon or suffered by the Company or which the Company may incur by reason of its failure to deduct and withhold from the compensation payable under the Agreement any amounts required or permitted to be deducted and withheld from the compensation of an employee.

MISCELLANEOUS PROVISIONS

Relationship Between the Parties. Nothing contained in this Agreement shall be construed as creating any relationship (whether by way of employer/employee, agency, joint venture, association, or partnership). It is expressly understood that the relationship between the parties shall be that of independent contractors, whether for the purposes of the Income Tax Act (Canada), provincial taxation legislation or otherwise.

Time. Time is of the essence of this Agreement.

Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.

Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other, but shall be binding upon the successors of the parties.

Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be sent by registered mail, postage paid, or delivered, either personally or by express delivery service to the party to be notified. Notice to each party shall be deemed to have been duly given within fort-eight (48) hours after mailing, or upon personally delivery or by delivery by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days written notice, to the other party.

Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.

Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon the parties to this Agreement as though the signature was an original.

Successors. The provisions of this Agreement shall be binding upon all parties, their successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned.

Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

Governing Law. This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.