Filed by sedaredgar.com - Dreamfly Productions Corporation - Exhibit 10.2






CONSULTING AGREEMENT 

THIS AGREEMENT is dated and effective on the 16th day of
May, 2009. 

BETWEEN: 

DREAMFLY PRODUCTIONS CORP.
(formerly, C.L.T.C. Ventures Corp.) 
3131 McKinney Avenue, Suite 215
Dallas, Texas 75204 

(the “Company”) 

AND: 

KEVIN MARKEY, 4814 Orchard Dr.,
Sachsa, Texas 75048 

(the “Contractor”) 

WHEREAS: 

A.                   
The Company desires to retain the Contractor as a director and Chief Financial
Officer of the Company, and to provide services (the “Services”) in
regards to the Company’s management and operations, and the Contractor has
agreed to provide the Services to the Company on the terms and conditions of
this Agreement. 

                         
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
each, the parties hereto agree as follows: 

ARTICLE 1 
APPOINTMENT AND AUTHORITY OF CONTRACTOR


1.1                   
Appointment of Contractor. The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter set forth,
and the Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement. The Contractor accepts such appointment on the
terms and conditions herein set forth. 

1.2                   
Performance of Services. The Services hereunder have been and shall
continue to be provided on the basis of the following terms and conditions: 

	 	(a) 	
      the Contractor shall report directly to the Board of
      Directors of the Company; and

	 	 	 
	 	(b) 	
      the Contractor shall faithfully, honestly and diligently
      serve the Company and cooperate with the Company and utilize maximum
      professional skill and care to ensure that all services rendered
      hereunder, including the Services, are to the satisfaction of the Company,
      acting reasonably.

	 	 	 
	 	(c) 	
      The contractor will further be bound by job duties
      specified in Attachment A.







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1.3                   
Authority of Contractor. The Contractor shall have no right or authority,
express or implied, to commit or otherwise obligate the Company in any manner
whatsoever except to the extent specifically provided herein or specifically
authorized in writing by the Company. 

1.4                   
Independent Contractor. In performing the Services, the Contractor shall
be an independent contractor and not an employee or agent of the Company, except
that the Contractor shall be the agent of the Company solely in circumstances
where the Contractor must be the agent to carry out its obligations as set forth
in this Agreement. The Contractor hereby acknowledges that the Company is not
required and shall not be required to make any remittances and payments required
of employers by statute on the Contractor's behalf and the Contractor or any of
its agents shall not be entitled to the fringe benefits provided by the Company
to its employees. 

ARTICLE 2 
CONTRACTOR'S AGREEMENTS 

2.1                   
Regulatory Compliance. The Contractor 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 and the policies of the United States Securities and Exchange Commission.


2.2                   
Prohibition Against Insider Trading. The Contractor hereby acknowledges
that the Contractor is aware, and further agrees that the Contractor 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.

ARTICLE 3 
COMPANY'S AGREEMENTS 

3.1                   
Remuneration. As compensation for the Services rendered, upon the Company
receiving equity and/or debt financing for aggregate gross proceeds of not less
than $250,000, the Contractor shall receive an annual management fee of $35,000
payable in equal monthly instalments and the Contractor shall receive the
following restricted shares of common stock (the “Compensation Shares”) upon the
milestones indicated being achieved: 

	 	(a) 	
      1% of the Company’s issued and outstanding shares upon
      the closing of a financing for gross proceeds of an initial $250,000, and
      for any amounts in excess of this amount;

	 	 	 
	 	(b) 	
      2% of the Company’s issued and outstanding shares upon
      the closing of a financing for gross proceeds of $750,000;

	 	 	 
	 	(c) 	
      3% of the Company’s issued and outstanding shares upon
      the closing of a financing for gross proceeds of $1,250,000;

	 	 	 
	 	(d) 	
      4% of the Company’s issued and outstanding shares upon
      the closing of a financing for gross proceeds of $1,500,000;
  and



3.2                   
Up to a maximum of 5% of the Company’s issued and outstanding shares upon the
closing of a financing for gross proceeds of $2,250,000 or more. 




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ARTICLE 4 
DURATION, TERMINATION

4.1                   
Effective Date. This Agreement shall become effective as of June 16, 2009
(the “Effective Date”), and shall continue until the Contractor ceases
acting as a director or officer or is terminated pursuant to the terms of this
Agreement. 

4.2                   
Termination. 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 Contractor if the Contractor
breaches any 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 Contractor


ARTICLE 5 
PRIVATE PLACEMENT OF COMPENSATION SHARES


5.1                   
Acknowledgements of Contractor The Contractor acknowledges and agrees
that: 

	 	(a) 	
      the Contractor agrees and acknowledges that none of the
      Compensation Shares have been registered under the Securities Act of 1933
      or under any state securities or "blue sky" laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to U.S. Persons (as that
      term is defined in Regulation S under the Securities Act of 1933), except
      in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the Securities Act of 1933, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act of 1933 and in each case
      only in accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Contractor has not acquired the Compensation Shares
      as a result of, and will not itself engage in, any “directed selling
      efforts” (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Compensation Shares; provided,
      however, that the Contractor may sell or otherwise dispose of any of the
      Compensation Shares pursuant to registration thereof under the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	 	(c) 	
      the Compensation Shares will be subject to a hold period
      from the date of issuance of the Compensation Shares unless such
      Compensation Shares are registered with the Securities and Exchange
      Commission (“SEC”); and

	 	 	 
	 	(d) 	
      there are risks associated with an investment in the
      Compensation Shares.



5.2                   
Representations, Warranties and Covenants of the Contractor. The
Contractor hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the end of the
expiry of the Term or early termination of this Agreement) that: 

	 	(a) 	
      The Contractor is a U.S. Person and is an "accredited
      investor" as that term is defined in Rule 501 of Regulation D promulgated
      under the 1933 Act;







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	 	(b) 	
      the Contractor is not acquiring the Compensation Shares
      for the account or benefit of, directly or indirectly, any U.S.
    Person;

	 	 	 
	 	(c) 	
      the Contractor is acquiring the Compensation Shares for
      investment only and not with a view to resale or distribution and, in
      particular, it has no intention to distribute either directly or
      indirectly any of the Compensation Shares in the United States or to U.S.
      Persons.



5.3                   
Independent Legal Advice. The Contractor acknowledges that: 

	 	(a) 	
      this Agreement was prepared by W.L. Macdonald Law
      Corporation for the Company;

	 	 	 
	 	(b) 	
      W.L. Macdonald Law Corporation received instructions from
      the Company and does not represent the Contractor;

	 	 	 
	 	(c) 	
      the Contractor has been requested to obtain his own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(d) 	
      the Contractor has been given adequate time to obtain
      independent legal advice;

	 	 	 
	 	(e) 	
      by signing this Agreement, the Contractor confirms that
      he fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Contractor waives his right to obtain
      independent legal advice.



                         
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written. 

DREAMFLY PRODUCTIONS CORP. 

Per:         /s/
Lisa
Jenkins                                                      

               Lisa
Jenkins, President

 

/s/ Kevin
Markey                                                                  

Kevin Markey 




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Consulting Agreement-Kevin W
Markey             
Attachment A 

 

Contractor will perform duties of Director and Chief Financial
Officer in accordance with direction from Dreamfly Productions Corporation Board
of Directors. Dreamfly Productions Corporation is aware and acknowledges that
contactor is employed full time and will make best efforts in performance of
required contractor duties. In addition, Dreamfly Productions has engaged
Avidiant consulting group to prepare all SEC filings and Dreamfly has engaged a
bookkeeper to perform day to day accounting functions. Dreamfly has further
agreed to purchase SEC approved software to initiate SEC filings and engage a
paralegal to perform such filings. Although contractor will not perform these
duties, contractor will review and approve work produced and assist and in other
projects and duties as required.