Filed by sedaredgar.com - Liberty Energy Corp. - Exhibit 10.1






CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this
1st day of February, 2010. 

BETWEEN: 

LIBERTY ENERGY CORP., a body
corporate duly incorporated under the laws of the State of Nevada, and having an
office at Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX 77002


(hereinafter called the "Company")


OF THE FIRST PART 

AND: 

DANIEL MARTINEZ-ATKINSON having
an office at 11a Western Terrace, The Park, Nottingham, UK, NG7 1AF 

(hereinafter called the "Consultant")


OF THE SECOND PART 

WHEREAS: 

A.                     
The Consultant has been appointed CFO of the Company by the board of Directors;


B.                     
The Company is desirous of retaining the consulting services of the Consultant
on a continuing basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth; 

                         
FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.                     
  The Consultant shall provide services customary to the position of a CFO of
  a publicly listed company in the United States. Without limiting the preceding,
  such services will typically consist of: corporate administration and financial
  consulting services to the Company, strategic corporate and financial planning,
  management of the overall business operations of the Company, and supervising
  office staff and other consultants, and the Consultant shall serve the Company
  (and/or such subsidiary or subsidiaries of the company as the Company may from
  time to time require) in such consulting capacity or capacities as may from
  time to time be determined by resolution of the Board of Directors of the Company
  and shall perform such duties and exercise such powers as may from time be determined
  by resolution of the Board of Directors, as an independent contractor. 




- 2 - 

2.                     
The basic remuneration of the Consultant for its services hereunder shall be at
the rate of five thousand United States dollars (US$5,000) per month, together
with any such increments thereto as the Board of Directors of the Company
determine after six months, payable on the last business day of each calendar
month. The basic compensation covers one hundred twenty (120) working hours per
month of Consultant’s time.

3.                     
The Consultant agrees to comply with all applicable securities legislation and
regulatory policies in relation to providing the Services, including but not
limited to United States securities laws (in particular, Regulation FD) and the
policies of the United States Securities and Exchange Commission. 

4.                     
The Consultant hereby acknowledges that the Consultant is aware, and further
agrees that the Consultant will advise those of its directors, officers,
employees and agents who may have access to Confidential Information, that
United States securities laws prohibit any person who has material, non-public
information about a company from purchasing or selling securities of such a
company or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities.

5.                     
The Consultant shall be responsible for the payment of its income tax
remittances as shall be required by any governmental entity with respect to
compensation paid by the Company to the Consultant. 

6.                     
The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times (provided that the ownership of such shares confers the right at
all times to elect at least a majority of the Board of Directors of such
corporation or company) are for the time being owned by or held for the Company
and/or any other corporation or company in like relation to the Company and
include any corporation or company in like relation to a subsidiary. 




- 3 - 

7.                     
The Consultant shall be reimbursed for all travelling and other expenses
actually and properly incurred by it in connection with its duties hereunder.
For all such expenses the Consultant shall furnish to the Company statements,
receipts and vouchers for such out-of-pocket expenses on a monthly basis. 

8.                     
The Consultant shall not, either during the continuance of its contract
hereunder or at any time thereafter, disclose the private affairs of the Company
and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its
subsidiary or subsidiaries, to any person other than the Directors of the
Company and/or its subsidiary or subsidiaries or for the Company's purposes and
shall not (either during the continuance of its contract hereunder or at any
time thereafter) use for its own purposes or for any purpose other than those of
the Company any information it may acquire in relation to the business and
affairs of the Company and/or its subsidiary or subsidiaries. 

9.                     
The Consultant shall well and faithfully serve the Company or any subsidiary as
aforesaid during the continuance of its contract hereunder and use its best
efforts to promote the interests of the Company. 

10.                   
Without prejudicing any other rights that the Company may have hereunder or at
law or in equity, the Company may terminate this Agreement immediately upon
delivery of written notice to the Consultant if: 

	 	a) 	
      the Consultant breaches this Agreement;

	 	 	 
	 	b) 	
      the Consultant breaches any other material term of this
      Agreement and such breach is not cured to the reasonable satisfaction of
      the Company within thirty (30) days after written notice describing the
      breach in reasonable detail is delivered to the Consultant;

	 	 	 
	 	c) 	
      the Company acting reasonably determines that the
      Consultant has acted, is acting or is likely to act in a manner
      detrimental to the Company or has violated or is likely to violate the
      confidentiality of any information as provided for in this
    Agreement;

	 	 	 
	 	d) 	
      the Consultant is unable or unwilling to perform the
      Services under this Agreement, or

	 	 	 
	 	e) 	
      the Consultant commits fraud, serious neglect or
      misconduct in the discharge of the Services.

	 	 	 
	 	f) 	 The Consultant shall be convicted of any criminal offence
        other than an offence which, in the reasonable opinion of the Board of
        Directors of the Company, does not affect their position as a Consultant
        or a director of the Company. 







- 4 - 

                         This
Agreement may also be terminated by either party upon thirty (30) days written
notice to the other. 

11.                   
Upon termination of this Agreement for any reason, the Consultant shall upon
receipt of all sums due and owing, promptly deliver the following in accordance
with the directions of the Company: 

	 	a) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;
  and

	 	 	 
	 	b) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to, all books of account,
      correspondence and contracts, provided that the Consultant shall be
      entitled thereafter to inspect, examine and copy all of the documents
      which it delivers in accordance with this provision at all reasonable
      times upon three (3) days’ notice to the Company.



12.                   
In the event this Agreement is terminated by reason of default on the part of
the Consultant or the written notice of the Company, then at the request of the
Board of Directors of the Company, the Consultant shall forthwith resign any
position or office which he then holds with the Company or any subsidiary of the
Company. The provisions of paragraph 9 shall survive the termination of this
Agreement. 

13.                   
  The Consultant acknowledges that in the course of its appointment hereunder
  the Consultant will, either directly or indirectly, have access to and be entrusted
  with information (whether oral, written or by inspection) relating to the Company
  or its respective affiliates, associates or customers (the “Confidential
  Information”). For the purposes of this Agreement, “Confidential
  Information” includes, without limitation, any and all Developments (as
  defined herein), trade secrets, inventions, innovations, techniques, processes,
  formulas, drawings, designs, products, systems, creations, improvements, documentation,
  data, specifications, technical reports, customer lists, supplier lists, distributor
  lists, distribution channels and methods, retailer lists, reseller lists, employee
  information, financial information, sales or marketing plans, competitive analysis
  reports and any other thing or information whatsoever, whether copyrightable
  or uncopyrightable or patentable or unpatentable.




- 5 - 

 The Consultant acknowledges that the Confidential Information
  constitutes a proprietary right, which the Company is entitled to protect. Accordingly
  the Consultant covenants and agrees that during the Term and thereafter until
  such time as all the Confidential Information becomes publicly known and made
  generally available through no action or inaction of the Consultant, the Consultant
  will keep in strict confidence the Confidential Information and shall not, without
  prior written consent of the Company in each instance, disclose, use or otherwise
  disseminate the Confidential Information, directly or indirectly, to any third
  party. 

14.                   
The general prohibition contained in Section 13 against the unauthorized
disclosure, use or dissemination of the Confidential Information shall not apply
in respect of any Confidential Information that: 

	 	a) 	
      is available to the public generally in the form
      disclosed;

	 	 	 
	 	b) 	
      becomes part of the public domain through no fault of the
      Consultant;

	 	 	 
	 	c) 	
      is already in the lawful possession of the Consultant at
      the time of receipt of the Confidential Information; or

	 	 	 
	 	d) 	
      is compelled by applicable law to be disclosed, provided
      that the Consultant gives the Company prompt written notice of such
      requirement prior to such disclosure and provides assistance in obtaining
      an order protecting the Confidential Information from public
      disclosure.



15.                   
  Any information, data, work product or any other thing or documentation whatsoever
  which the Consultant, either by itself or in conjunction with any third party,
  conceives, makes, develops, acquires or acquires knowledge of during the Consultant’s
  appointment with the Company or which the Consultant, either by itself or in
  conjunction with any third party, shall conceive, make, develop, acquire or
  acquire knowledge of (collectively the “Developments”) during
  the Term or at any time thereafter during which the Consultant is engaged by
  the Company that is related to the business of the Company shall automatically
  form part of the Confidential Information and shall become and remain the sole
  and exclusive property of the Company. Accordingly, the Consultant does hereby
  irrevocably, exclusively and absolutely assign, transfer and convey to the Company
  in perpetuity all worldwide right, title and interest in and to any and all
  Developments and other rights of whatsoever nature and kind in or arising from
  or pertaining to all such Developments created or produced by the Consultant
  during the course of performing this Agreement, including, without limitation,
  the right to effect any registration in the world to protect the foregoing rights.





- 6 - 

The Company shall have the sole, absolute and unlimited right
  throughout the world, therefore, to protect the Developments by patent, copyright,
  industrial design, trademark or otherwise and to make, have made, use, reconstruct,
  repair, modify, reproduce, publish, distribute and sell the Developments, in
  whole or in part, or combine the Developments with any other matter, or not
  use the Developments at all, as the Company sees fit. 

16.                   
The Consultant does hereby agree that, both before and after the termination of
this Agreement, the Consultant shall perform such further acts and execute and
deliver such further instruments, writings, documents and assurances (including,
without limitation, specific assignments and other documentation which may be
required anywhere in the world to register evidence of ownership of the rights
assigned pursuant hereto) as the Company shall reasonably require in order to
give full effect to the true intent and purpose of the assignment made under
Section 15 hereof. If the Company is for any reason unable, after reasonable
effort, to secure execution by the Consultant on documents needed to effect any
registration or to apply for or prosecute any right or protection relating to
the Developments, the Consultant hereby designates and appoints the Company and
its duly authorized officers and agents as the Consultant’s agent and attorney
to act for and in the Consultant’s behalf and stead to execute and file any such
document and do all other lawfully permitted acts necessary or advisable in the
opinion of the Company to effect such registration or to apply for or prosecute
such right or protection, with the same legal force and effect as if executed by
the Consultant. 

17.                   
The parties to this Agreement recognize that any violation or threatened
violation by the Consultant of any of the provisions contained in this Agreement
will result in immediate and irreparable damage to the Company and that the
Company could not adequately be compensated for such damage by monetary award
alone. Accordingly, the Consultant agrees that in the event of any such
violation or threatened violation, the Company shall, in addition to any other
remedies available to the Company at law or in equity, be entitled as a matter
of right to apply to such relief by way of restraining order, temporary or
permanent injunction and to such other relief as any court of competent
jurisdiction may deem just and proper. 

20.                   
The Consultant agrees that all restrictions in this Agreement are reasonable and
valid, and all defenses to the strict enforcement thereof by the Company are
hereby waived by the Consultant. 




- 7 - 

21.                   
The Company is aware that the Consultant has now and will continue to have
financial interests in other companies and properties and the Company recognizes
that these companies and properties will require a certain portion of the
Consultant's time. The Company agrees that the Consultant may continue to devote
time to such outside interests, PROVIDED THAT such interests do not conflict
with, in any way, the time required for the Consultant to perform its duties
under this Agreement. 

22.                   
The services to be performed by the Consultant pursuant hereto are personal in
character, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Consultant without the previous written consent
of the Company. 

23.                   
Any and all previous agreements, written or oral, between the parties hereto or
on their behalf relating to the agreement between the Consultant and the Company
are hereby terminated and cancelled and each of the parties hereto hereby
releases and forever discharges the other party hereto of and from all manner of
actions, causes of action, claims and demands whatsoever under or in respect of
any such previous agreements. 

24.                   
Any notice in writing or permitted to be given to the Consultant hereunder shall
be sufficiently given if delivered to the Consultant personally or mailed by
registered mail, postage prepaid, addressed to the Consultant as its last
residential address known to the Company. Any such notice mailed as aforesaid
shall be deemed to have been received by the Consultant on the first business
day following the date of mailing. Any notice in writing required or permitted
to be given to the Company hereunder shall be given by registered mail, postage
prepaid, addressed to the Company at the address shown on page 1 hereof. Any
such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder. 

25.                   
  The provisions of this Agreement shall enure to the benefit of and be binding
  upon the Consultant and the successors and assigns of the Company. For this
  purpose, the terms "successors" and "assigns" shall include any person, firm
  or corporation or other entity which at any time, whether by merger, purchase
  or otherwise, shall acquire all or substantially all of the assets or business
  of the Company. 




- 8 - 

26.                   
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement. 

27.                   
This Agreement is being delivered and is intended to be performed in the
Province of British Columbia and shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of such
Province. This Agreement may not be changed orally, but only by an instrument in
writing signed by the party against whom or which enforcement of any waiver,
change, modification or discharge is sought. 

28.                   
This Agreement and the obligations of the Company herein are subject to all
applicable laws and regulations in force at the local, State, Province, and
Federal levels.

                         IN
WITNESS WHEREOF this Agreement has been executed as of the day, month and year
first above written. 

Signed this 11th day of February, 2010 

LIBERTY ENERGY CORP.

 

/s/ Ian
Spowart                                                         

Per: Ian Spowart, CEO 

 

DANIEL MARTINEZ-ATKINSON 

 

/s/ Daniel
Martinez-Atkinson