Consulting Agreement between the Company and Monty R. Lamirato, dated October 8, 2013

This Amended Agreement is dated October 11, 2013 but is effective as of October 1, 2013, by and between Strategic Environmental & Energy Resources, Inc. (“SEER”), of 7801 Brighton Road, Commerce City, Colorado 80022, and Monty R. Lamirato, of 7017 Orion Lane, Arvada, Colorado 80007.  This Agreement amends the Agreement dated March 4, 2013.

In this Agreement, the party who is contracting to receive services shall be referred to as “SEER”, and the party who will be providing the services shall be referred to as “MRL Consulting”.

MRL CONSULTING has a background in Finance and Accounting and is willing to provide services to SEER based on this background.

SEER desires to have services provided by MRL CONSULTING.

Therefore, the parties agree as follows:

1.  DESCRIPTION OF SERVICES.  Commencing October 1, 2013, MRL CONSULTING will provide services to SEER as a consulting Chief Financial Officer (“CFO”).  Those services may include, but are not limited to, strategic planning, budgeting and forecasting, GAAP Reporting, SEC Reporting, and internal control compliance, providing cost effective business and accounting solutions, building successful teams and collaborate effectively with various departments to implement new technologies and procedures and achieve overall goals.

I have not been retained as an independent CPA but as an extension of SEER' management and accounting department.  I will not be independent with regard to the preparation of financial statements, forecasts and projections in accordance with SEC Rule 2-01 and AICPA rules of independence.

2.  PERFORMANCE OF SERVICES.  The manner in which the Services are to be performed and the specific hours to be worked by MRL CONSULTING shall be determined by SEER and MRL CONSULTING.  SEER will rely on MRL CONSULTING to work as many hours as may be reasonably necessary to fulfill MRL CONSULTING's obligations under this Agreement.  SEER has agreed to contract with MRL CONSULTING for a minimum of 80 hours (floor) and a maximum of 100 hours (ceiling) a month for which SEER has agreed to pay $7,500. If the needs of SEER change with regard to the number of hours needed from MRL CONSULTING, then the parties will amend this agreement as necessary.  In addition, MRL CONSULTING has been granted options to purchase 200,000 shares of common stock, at an exercise price of $.715 per share.  The option will vest over 11 quarters with 16,666 options vesting 10/1/2013 and 16,666 options vesting on 1/1, 4/1, 7/1 and 10/1 over the period January 1, 2014 to October 1, 2016.  The Options shall be exercisable for a period of five years.

3.  PAYMENT.  SEER will pay MRL CONSULTING a fee of $7,500 a month for services.  SEER will be billed once a month and fees plus out of pocket expenses shall be due and payable on the 15th of the following month. Upon termination of this agreement any balance due is payable immediately.  Any past due balance shall accrue interest at a rate of 1.5% per month. The fees shall be payable to Monty

Lamirato, 7017 Orion Lane, Arvada, CO, 80007.

11.  ASSIGNMENT.  MRL CONSULTING's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of SEER.

12.  INTELLECTUAL PROPERTY.  The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):

 inventions or improvements, and any new items of Intellectual Property discovered or developed by MRL CONSULTING (or MRL CONSULTING's employees, if any) during the term of this Agreement shall be the property of SEER.  MRL CONSULTING shall sign all documents necessary to perfect the rights of SEER in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents.  Upon request, MRL CONSULTING shall sign all documents necessary to assign the rights to such Intellectual Property to SEER.

and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of SEER.com and need to be protected from improper disclosure.  In consideration for the disclosure of the Information, MRL CONSULTING agrees that MRL CONSULTING will not at any time or in any manner, either directly or indirectly, use any Information for MRL CONSULTING's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of SEER.  MRL CONSULTING will protect the Information and treat it as strictly confidential.  A violation of this paragraph shall be a material violation of this Agreement.