Exhibit 10.1


 


Janus
Resources, Inc.


430 Park Avenue


Suite 702


New York, NY 10022


Telephone: (212) 2246-3030 • Facsimile
(212) 246-3039


 


June 27, 2012


 


Ms. Janet Bien


1727 E. Beaver Lake Dr. SE


Sammamish, WA 98075


 


Re:At-Will Executive Services Agreement with Janus Resources,
Inc.


 


Dear Janet:


 


This At-Will Executive Services Agreement
(the “Agreement”) sets forth the terms and conditions of your engagement as an independent consultant to and
by Janus Resources, Inc. (the “Company”). For the purposes of this Agreement, capitalized terms used but not
otherwise defined in this Agreement shall have the meanings ascribed thereto in Paragraph 21 hereof.


 


1.          Position
and Duties.


 


(a)          Executive
Positions. In your capacity as an independent consultant to the Company hereunder, you shall be appointed by the Company to
serve as its Chief Financial Officer and/or to such other positions as the Company’s Board of Directors (the “Board”)
may from time to time designate (collectively, the “Executive Positions”); your services hereunder shall include,
but not be limited to, the preparation and adjudication of financial statements, drafting sections of a registration statements
on Form S-1(or other applicable forms of registration statements) to support public offerings of the Company’s securities,
managing the auditor relationship and preparing materials required for the auditors to issue an opinion, to assist in establishing
a database for the Company’s financial documents, maintaining the Company’s financial records, preparing other materials
at the Company’s request, signing financial statements and performing other duties consistent with the role of Chief Financial
Officer. In performance of your duties, you shall be subject to the direction of, and be reporting directly to the Company’s
President and Chief Executive Officer, and the Company’s Board of Directors; anything herein to the contrary notwithstanding,
if requested by the Board, you will immediately resign from any Executive Positions in which you may be serving at such time. Your
execution of this Agreement constitutes your acceptance of your appointment as the Company’s Chief Financial Officer.


 


(b)          Part
Time Efforts. While you agree to devote as much of your efforts, professional attention, knowledge, and experience as may be
necessary to carry on your duties pursuant to this Agreement and the fulfillment of your responsibilities in accordance with the
Executive Positions, it is acknowledged that your engagement is on a “part-time” basis. Subject further to Paragraph
19 (d) hereof, you may render accounting and executive services to, or serve as a director of, any other Person without the prior
approval of the Board, so long as such services do not create a conflict of interest with you fulfilling your responsibilities
in your Executive Positions.


 


(c)          Travel.
Upon reasonable notice, you shall be available to travel as the reasonable needs of the Company’s Business require. The Company
shall reimburse you for reasonable child care costs associated with travel on behalf of the Company.


 


(d)          Code
of Ethics. During the term of this Agreement and at any time during which you are serving in an Executive Position with the
Company you agree to execute, deliver and adhere to the Company’s Code of Ethics and Business Conduct, a copy of which
is attached hereto as Appendix A (the “Code of Ethics”), including the provisions thereof pertaining
to the purchase and sale of the company’s publicly traded securities while you may be in possession of material non public
information.


 



    	 



    	 



    

 


Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 2


 


2.          At-Will
Engagement as a Consultant.


 


Anything herein to
the contrary notwithstanding, your engagement as a consultant with and by the Company is an “at-will engagement” arrangement
and may be terminated by you or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice
as provided in Paragraph 10 hereof.


 


3.          Compensation.


 


You shall act in the capacity of an independent
contractor and shall not be an employee of the Company during the term of this Agreement. You shall
be compensated by the Company for your services hereunder as follows:


 


(a)          Cash
Compensation


 


(i) Monthly Fee. Commencing June
27, 2012 (the “Start Date”), you shall be paid a fee of $2,400 per month (the “Monthly Fee”);
the Monthly Fee is payable on the last day of each calendar month during the term of this Agreement. Other than the month on which
your employment commences, the Monthly Fee shall be prorated for any partial months during the term of this Agreement. The Monthly
Fee shall be reported to the IRS on Form 1099.


 


(ii)         Review
of Compensation. Your compensation shall be reviewed periodically by the Company’s Board of Directors at its sole discretion.


 


(b)          Stock
Awards


 


No stock awards will be granted to you upon
entrance into this Agreement. Notwithstanding anything in the previous sentence to the contrary, you shall be entitled to receive
stock awards in the form of stock options or restricted stock grants as the Company’s Board of Directors, in its sole discretion,
may determine, pursuant to the Company’s stock incentive plan.


 


4.          Additional
Benefits.


 


(a)          Business
Expense Reimbursement. You shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses necessarily
incurred in the performance of your duties hereunder, upon submission and approval of written statements and bills in accordance
with the then regular procedures of the Company (collectively, “Business Expense Reimbursement”).


 


(b)          D&O
Insurance; Officer Liability. The Company does not currently have D&O insurance.


 


5.          Your
Representations and Warranties.


 


You represent and warrant to the Company
that:


 


(a)          The
execution, delivery and performance of this Agreement by you does not conflict with or result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default under any contract, agreement or understanding, whether oral or written,
to which you are a party or of which you or should be aware and that there are no restrictions, covenants, agreements or limitations
on his right or ability to enter into and perform the terms of this Agreement, and agrees to indemnify and save the Company and
its affiliates harmless from any liability, cost or expense, including attorney’s fees, based upon or arising out of any
such restrictions, covenants, agreements, or limitations that may be found to exist;


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 3





 


(b)          Except
as set forth in Appendix B attached hereto, you are not party to any ongoing civil or criminal proceedings, and have
not been party such proceedings within the past ten years, and do not know of any such proceeding that may be threatened or pending
against you; and


 


(c)          You
are not currently engaged in activities and will not knowingly engage in future activities that may cause embarrassment to the
Company or tarnish the reputation or public image of the Company, including but not necessarily limited to association with or
party to: any criminal behavior(s) such as drug use, theft, or any other potential or active violation of law; political controversy,
civil disobedience, or public protest; lewd, lascivious behavior.


 


6.          [Intentionally
Omitted]


 


7.          [Intentionally
Omitted]


 


8.          Non-competition
and Non-Solicitation and Non-Circumvention. 


 


(a)          Non-competition.
Except as authorized by the Board, during the term of this Agreement and for a period of six (6) months thereafter, you will
not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any subsidiary or affiliate thereof)
either directly or indirectly, whether or not for consideration, (i) in any way, directly or indirectly, solicit, divert, or take
away the business of any person who is or was a customer of the Company, or in any manner influence such person to cease doing
business in part or in whole with Company; (ii) engage in a Competing Business; (iii) advise, be employed by or perform any services
for, any person engaged in a Competing Business; or (iv) engage in any practice the purpose or effect of which is to intentionally
evade the provisions of this covenant. or purposes of this section, “Competing Business” means any company or
business which is engaged directly or indirectly in any Company Business then carried on or planned to be carried on (if such plans
were developed the term of this Agreement) by the Company or any of its subsidiaries or affiliates.


 


(b)          Non-Solicitation
and Non-Circumvention. For a period of six (6) months following the termination of this Agreement, you will not directly or
indirectly, whether for your account or for the account of any other individual or entity, solicit or canvas the trade, business
or patronage of, or sell to, any individuals or entities that were investors, customers or employees of the Company during the
term of this Agreement, or prospective customers with respect to whom a sales effort, presentation or proposal was made by the
Company or its affiliates, during the one year period prior to the termination of this Agreement. Without limiting the foregoing,
you shall not, directly or indirectly, (i) solicit, induce, enter into any agreement with, or attempt to influence any individual
who was an employee or consultant of the Company at any time during the term of this Agreement, to terminate his or her employment
relationship with the Company or to become employed or engaged by you or any individual or entity by which you are employed or
for which you are acting as a consultant or other advisory capacity (ii) interfere in any other way with the employment, or other
relationship, of any employee of, or consultant to, the Company or its affiliates.


 


(c)          Requirement
to Safeguard Confidential Information. All Confidential Information of the Company is expressly acknowledged by you to be the
sole property of the Company, and the disclosure of the Confidential Information shall not be deemed to confer any rights with
respect to such Confidential Information on you. You will exercise reasonable care to ensure the confidentiality of the Confidential
Information. All confidential information which you may now possess, or may obtain or create prior to the termination date of this
Agreement, relating to the business of the Company, or any customer or supplier of the Company, or any agreements, arrangements,
or understandings to which the Company is a party, shall not be disclosed or made accessible by you to any other person or entity
either during the term of or after the termination of this Agreement or used by you except during the term of this Agreement in
the business and for the benefit of the Company, without the prior written consent of the Company. Nothing herein shall be construed
as an obligation of the Company to consent to the terms and conditions of any such request and under no circumstances shall any
such approval be deemed to waive, alter or modify the terms and conditions of this Agreement. You shall return all tangible evidence
of such Confidential Information to the Company prior to or upon the termination of this Agreement.


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 4


 


9.          Enforcement.



 


(a)          Provisions
Reasonable. You acknowledge and agreed that:


 


(i)          before
and since the Start Date the Company has operated and competed and will operate and compete in a global market, with respect to
the Company’s Business;


 


(ii)         competitors
of the Company are located in countries around the world;


 


(iii)        in
order to protect the Company adequately, any enjoinder of competition would have to apply world-wide;


 


(iv)         during
the term of this Agreement, both before and after the Start Date, on behalf of the Company, you have acquired and will acquire
knowledge of, and you have come into contact with, initiated and established relationships with and will come into contact with,
initiate and establish relationships with, both existing and new clients, customers, suppliers, principals, contacts and prospects
of the Company, and that in some circumstances you have been or may well become the senior or sole representative of the Company
dealing with such persons; and


 


(v)          in
light of the foregoing, the provisions of Paragraph 8 are reasonable and necessary for the proper protection of the business,
property and goodwill of the Company and the Company’s Business.


 


(b)          Enforcement.
Nothing herein contained shall be construed as prohibiting the Company or you from pursuing any remedies available for any breach
or threatened breach of this Agreement. A waiver by the Company or you of any breach of any provision hereof shall not operate
or be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach.


 


10.         Termination.


 


(a)          Manner
of Termination. The Company and you may terminate this Agreement, with or without cause, for any reason whatsoever, by providing
written notice (the “Termination Notice”), in accordance with Paragraph 17, to the other specifying the
date of termination (the “Termination Date”).


 


(b)          Effect
of Termination. In the event this Agreement is terminated pursuant to Paragraph 10 (a) your rights and the Company’s
obligations hereunder shall cease as of the effective date of the termination; provided, however, that the Company shall pay you:
(i) your Monthly Fee, prorated through the Termination Date and (ii) your Business Expense Reimbursements through the Termination
Date; the full payment to you of the items enumerated in clauses (i) and (ii) above, upon termination of this Agreement, shall
completely and fully discharge and constitute a release by you of any and all obligations and liabilities of the Company to you,
including, without limitation, the right to receive any other compensation hereunder, and you shall not be entitled to any severance
compensation of any kind, and shall have no further right or claim to any compensation, or severance compensation under this Agreement
or otherwise against the Company or its affiliates, from and after the Termination Date.


 


(c)          Resignation.
The termination of this Agreement pursuant to this Paragraph 10 shall constitute your resignation from any and all Executive
Positions and, if applicable, as a Director of the Company effective as of the Termination Date.


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 5


 


(d)          Return
of Documents and Property. Upon the expiration or termination of this Agreement, or at any time upon the request of the Company,
you (or your heirs or personal representatives) shall deliver to the Company in good order (a) all documents and materials (including,
without limitation, computer files) containing Trade Secrets and Confidential Information relating to the business and affairs
of the Company or its affiliates; (b) all documents, materials, equipment and other property (including, without limitation, computer
files, computer programs, computer operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards)
belonging to the Company or its affiliates, which in either case are in the possession or under the your control (or the control
of your heirs or personal representatives); and (c) all corporate records of the Company, including minute books, accounting related
materials, audit related materials, attorney correspondence, and any other such records which may be in your possession.


 


(e)          Survival
of Certain Provisions. Notwithstanding anything to the contrary contained herein, if this Agreement is terminated the provisions
of Paragraphs 5, 8, 9, 10, 12 and 13 of this Agreement shall survive such termination and continue in full force and effect.


 


(f)          Relinquishment
of Authority. Notwithstanding anything to the contrary set forth herein, upon written notice to you, the Company may immediately
relieve you of all your duties and responsibilities hereunder and may relieve you of authority to act on behalf of, or legally
bind, the Company. However, such action by the Company shall not alter the Company’s obligations to you with regard to the
procedure for a termination.


 


11.         Successors
and Assigns.


 


This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services to be performed
under this Agreement by you, you shall not have the right to assign or transfer any of your rights, obligations or benefits under
this Agreement, except as otherwise noted herein.


 


12.         No
Reliance on Representations.


 


You acknowledge that you are not relying,
and have not relied, on any promise, representation or statement made by or on behalf of the Company which is not set forth in
this Agreement.


 


13.         Entire
Agreements; Amendments.


 


This Agreement sets forth our entire understanding
with respect to your engagement by the Company as a consultant, and supersedes all existing agreements between you and the Company
concerning such engagement, and may be modified only by a written instrument duly executed by each of you and the Company.


 


14.         Waiver.


 


Any waiver by either party of a breach of
any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of
any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 6


 


15.         Construction.


 


You and the Company have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by you and the Company and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word “including” shall mean including without limitation. Whenever the context
may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
forms of nouns and pronouns shall include the plural, and vice versa. The headings in this Agreement are solely for the convenience
of reference and shall be given no effect in the construction or interpretation of this Agreement.


 


16.         Severability.


 


Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction.


 


17.         Notices.


 


All notices, demands or requests made pursuant
to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being
made by (i) certified mail, return receipt requested, (ii) nationally recognized overnight courier delivery, (iii) by facsimile
transmission provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party or (iv) hand delivery as follows:


 


To the Company:


 


Janus Resources, Inc.


430 Park Avenue, Suite 702


New York, NY 10022


Attention: President and Chief Executive Officer


Fax: (212) 246-3039


 


With a copy (which shall not constitute notice) to:


 


Joseph Sierchio, Esq.


Sierchio & Company, LLP


430 Park Avenue, Suite 702


New York, NY 10022


Fax: (212) 246-3039


To you:


 


Ms. Janet Bien


Ms. Janet Bien


1727 E. Beaver Lake Dr. SE


Sammamish, WA 98075


 


Or, to such other address, facsimile number, or email address,
as is specified by a party by notice to the other party given in accordance with the provisions of this Paragraph 17. Any
notice given in accordance with the provisions of this Paragraph 17 shall be deemed given (i) three (3) business days after
mailing (if sent by certified mail), (ii) one (1) business day after deposit of same with a nationally recognized overnight courier
service (if delivered by nationally recognized overnight courier service), or (iii) on the date delivery is made if delivered by
hand or facsimile.


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 7


 


18.         Counterparts;
Delivery by Facsimile.


 


(a)          This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by you and the Company and delivered to the other, it being understood
that you and the Company need not sign the same counterpart. This Agreement may be executed by facsimile signature and a facsimile
signature shall constitute an original for all purposes.


 


(b)          This
Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith
or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto
or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver
them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to
deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of
a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.


 


19.         Disclosure
and Avoidance of Conflicts of Interest.


 


During the term of this Agreement, you will
promptly, fully and frankly disclose to the Company in writing:


 


(a)          the
nature and extent of any interest you or your Affiliates (as hereinafter defined) have or may have, directly or indirectly, in
any contract or transaction or proposed contract or transaction of or with the Company or any subsidiary or affiliate of the Company;


 


(b)          every
office you may hold or acquire, and every property you or your Affiliates may possess or acquire, whereby directly or indirectly
a duty or interest might be created in conflict with the interests of the Company or your duties and obligations under this Agreement;


 


(c)          the
nature and extent of any conflict referred to in subsection (b) above; and


 


(d)          you
acknowledge that it is the policy of the Company that all interests and conflicts of the sort described herein be avoided, and
you agree to comply with all policies and directives of the Board from time to time regulating, restricting or prohibiting circumstances
giving rise to interests or conflicts of the sort described herein. During the term of this Agreement, without prior written approval
of the Board, which approval may be granted or denied in its sole discretion, you shall not enter into any agreement, arrangement
or understanding with any other person or entity that would in any way conflict or interfere with this Agreement or your duties
or obligations under this Agreement or that would otherwise prevent you from performing your obligations hereunder, and you represent
and warrant that you or your Affiliates have not entered into any such agreement, arrangement or understanding.


 


20.         Code
Section 409A.


 


This Agreement shall be interpreted, construed
and administered in a manner that satisfies the requirements of Sections 409A of the Internal Revenue Code of 1986, as amended
from time to time and the Treasury Regulations thereunder (the “Code”), and any payment scheduled to be made
hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and
such payment to comply with Section 409A of the Code.


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 8


 


21.         Definitions.


 


For purposes of this Agreement, the following
terms shall have the meanings ascribed to them below:


 


“Affiliate” means, with
respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.


 


“Company’s Business”
means the Company’s business activities and operations as conducted during the term of this Agreement, together with all
services provided or planned by the Company or any of its Affiliates, during your relationship with the Company.


 


“Confidential Information”
shall mean any and all information in addition to Trade Secrets used by, or which is in the possession of the Company and relating
to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s
products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation,
computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be
disclosed by applicable law or compelled to be disclosed by any governmental authority. Notwithstanding the foregoing, the terms
“Trade Secrets” and “Confidential Information” do not include information that (i) is or
becomes generally available to or known by the public (other than as a result of a disclosure by the Executive), provided, that
the source of such information is not known by you to be bound by a confidentiality agreement with the Company; or (ii) is independently
developed by you without violating this Agreement.


 


“Person” means any natural
person, corporation, company, limited or general partnership, joint stock company, joint venture, association, limited liability
company, trust, bank, trust company, land trust, business trust or other entity or organization.


 


“Trade Secrets” shall
mean all confidential and proprietary information belonging to the Company (including current client lists and prospective client
lists, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how,
manufacturing and production processes and techniques, research and development information, drawings, specifications, designs,
plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information.


 


22.         Further
Assurances. The parties will execute such further instruments and take such further actions as may be reasonably necessary
to carry out the intent of this Agreement.


 


23.         Non-Employee
Status; Independent Contractor. The Company and you hereby acknowledge that you are and will be an independent consultant to
and not an employee (or person of similar status) of the Company or any of its Affiliates (defined below) for purposes of the Internal
Revenue Code of 1986, as amended (the “Code”), and Sections 601-608 of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”). You acknowledge that you will not be paid any “wages” (as defined
in the Code) in respect of the services under this Agreement, and the Company will not withhold any amounts from the consideration
paid hereunder for tax purposes.


 


You shall be solely responsible for all
taxes (including penalties and interests thereon) imposed on you by reason of the payment of any compensation, benefits or other
amounts payable in respect of the this Agreement or the services under this Agreement, if any, and shall indemnify the Company
and its Affiliates for any losses or damages (including reasonable attorneys’ fees) incurred or suffered by the Company or
its Affiliates as a result of your failure to pay any such taxes (including any penalties and interest thereon).


 



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Janus
Resources, Inc.


 


Janet Bien


June 27, 2012


Re: At-Will Executive Services Agreement


Page | 9


 


24.         Governing
Law. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith,
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


If you agree to, and accept employment in
accordance with, the foregoing terms and conditions, please sign a copy of this Agreement where indicated below and return it to
the Company.


 


Sincerely,


 


Janus Resources, Inc.


  


	By:	 	 
	Name:	Joseph Sierchio	 
	Title:	Acting Interim President and Chief Executive Officer	 


 


Acceptance


 


On this June 27, 2012, I, Janet Bien,
agree to and accept the terms and conditions of this Consulting Agreement with Janus Resources, Inc.


  


	 	 
	Janet Bien	 


 



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Appendix A


Company Code of Ethics and Business Conduct


 


OVERVIEW


 


Janus Resources, Inc. (“Janus”) has adopted a Code
of Ethics that applies to all Officers, Directors, and Employees of the company and its affiliates (herein collectively referred
to as, “Employee” or “Employees”).


 


In so doing, this Code of Ethics demands the highest standards
of business conduct required of all Employees.


 


The Code is part of Janus’ ongoing effort to comply with
applicable laws and have an effective program in place to prevent and detect violations of law; this code is an effort to train
and educate Janus Employees about ethical business practices.


 


OBJECTIVE


 


A key Janus objective is to conduct business operations in the
most ethical manner possible. Janus cares about its Employees, shareholders, clients, suppliers and the communities in which it
conducts business operations. During the course of meeting its business objectives, Janus believes that it is essential for all
Employees to understand and comply with the Code of Ethics and in so doing, participate in Janus’ way of operating its business.


 


STANDARD OF CONDUCT


 


Janus insists that all aspects of its business operations be
conducted with honesty, integrity, fairness and with respect for those affected by its business activities. Similarly, Janus expects
the same in its relationships among those with whom it does business.


 


All Employees are expected to maintain and promote integrity
and honesty in all business transactions. Employees must conduct themselves according to the highest ethical standards and are
expected to apply ethical business practices in the administrative and financial affairs of Janus’ business operations.


 


There is no Code of Ethics that can expect to define suitable
behavior for each situation, nor should it seek to do so. As such, Employees are expected to exercise vigilance and make considered
judgment of what is right and proper in any particular situation.


 


While carrying out the business operations of Janus, Employees
are expected to be accountable, truthful, trustworthy, conscientious, and committed to the highest standards of ethical business
practices. As such, Employees are required to avoid all impropriety as well as the appearance of impropriety when conducting Janus
business operations.


 


ACCURACY AND COMPLETENESS OF ACCOUNTING RECORDS


 


Janus’ accounting and supporting documents must accurately
and completely describe and represent the nature and result of Janus’ business operations. The results and activities of
Janus’ operations must be presented in a fair and unbiased manner.


 


Janus business transactions must be appropriately authorized
as well as completely and accurately recorded on the Company’s books. Proposed budgets, financial assessments, evaluations
and fiscal presentations must fairly present all information relevant to the business transaction. Furthermore, at no time will
the Company establish or maintain cash funds or asset accounts which are unrecorded.


 


Misappropriation, wrongful allocation, or improper use of the
Company’s assets and property, or the false entry to records and reports by any Employee or by others must be reported to
Board of Janus.


 



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ACCURATE AND TIMELY COMMUNICATION


 


Janus expects Employees to be completely truthful and forthright
in all internal and external interactions and communications, whether with shareholders, clients, government agencies, or others.


 


Employees will ensure that all statements are accurate and complete
with no misrepresentations which may mislead or misinform. In all cases, Employees are expected to provide full, prompt and accurate
disclosure to governmental agencies.


 


MAINTAINING AND RETAINING RECORDS


 


In order to maintain the security and integrity of Janus’
record-keeping and reporting systems, all Employees must adhere to applicable records retention procedures and fully understand
how to document and transact entries that fall within their jurisdiction.


 


All Employees are expected to comply fully with audits and provide
timely response to requests for records or other materials from or on behalf of Janus’ auditors or management.


 


COMPLYING WITH THE LAW


 


Janus Employees are expected to fully comply with both the letter
and the spirit of the laws and regulations of the countries in which the Company conducts business.


 


Janus Employees are expected to act in accordance with the accepted
business practices in commercial markets and adhere to the contractual terms and conditions applicable to any business transaction.


 


All Employees must commit to abiding by all applicable laws
and regulations.


 


The breach of rules, regulations, ethical standards, and laws
cannot be justified by the pursuit of profit or the departure from acceptable practice by competitors.


 


INSIDER TRADING


 


Janus Employees are strictly prohibited by law from buying or
selling the Company’s shares or any other public security as a result of inside information.


 


Furthermore, it is against the law and unethical to provide
such information about Janus to other individuals or companies so that they may gain.


 


In accordance with the Code of Ethics, Employees are strictly
prohibited from trading in shares of Janus, clients or suppliers as a result of any inside information.


 


ENVIRONMENTAL ISSUES


 


Janus is committed to running its business in an environmentally
sound and sustainable manner. Janus’ objective is to ensure that its business operations have the minimum adverse environmental
impact commensurate with the legitimate needs of its business operations.


 


DISCLOSURE OF PERSONAL INTEREST


 


Janus Employees are expected to fully disclose any personal
interest(s) which could impinge or might reasonably be considered by others to conflict with their business dealings with industry.


 


Janus Employees must not engage in personal activities and financial
interests that may conflict with their responsibilities and obligations to the Company or give assistance to competitors, in conflict
with the interests of Janus or its clients.


 



    	 



    	 



    

 


Under all circumstances, Employees must obtain the formal consent
of Janus management if they intend to become partners, shareholders, or Directors, or participants in companies outside the Janus
corporate structure.


 


PERSONAL DISCRETION AND CONFIDENTIALITY


 


At all times, Employees are expected to respect the confidentiality
of information received during the course of business dealings and must never use such information for personal benefit or gain.


 


Employees are expected to give information during the course
of business which is truthful, complete and fair and never intended to mislead.


 


Employees cannot disclose Janus trade secrets, confidential
or proprietary information, or any other such information without the written, formal authorization of management. Such information
may not be disclosed as a means of making profit, gains or benefits.


 


At no time can Employees use Internet bulletin boards, chat
rooms, messaging services, or other electronic systems to discuss issues, affairs, or opinions related to Janus or any of its industries,
or to respond to comments about the Company. Janus considers electronic postings to be the same as “speaking to the media”.


 


FAIR COMPETITION


 


Janus is committed to vigorous yet fair competition and supports
the development of appropriate competition laws. Each Employee must avoid any business arrangement that might prevent the effective
operation of fair competition.


 


COMPLIANCE WITH THE COMPANY’S CODE OF ETHICS


 


Janus’ Board of Directors is responsible for ensuring
that the standards outlined in the Code of Ethics are fully communicated to all Employees and are similarly understood and adhered
to.


 


Should the Company experience loss of business as a result of
adhering to the Code of Ethics, the Board of Directors will not criticize, condemn or complain.


 


Likewise, should a real or suspected breach of the Company’s
Code of Ethics be brought to the attention of the Company, the Board of Directors will ensure that the reporting Employee does
not suffer as a consequence of doing so.


 


The Company’s Code of Ethics are reflective of Janus’
ethical standards and expectations. Accordingly, Employees are expected to fulfill the Company’s ethical commitments in a
way that is clearly visible to all those with whom Janus conducts its business.


 


At all times, Employees are expected to fully comply with the
standards established in the Code of Ethics and ensure that their personal conduct is always above reproach.


 


Janus expects each Employee to ensure that the conduct of others
around him or her is in compliance with the Code of Ethics and that any breach of the same is duly reported to management.


 


All breaches of the law or violations of regulations and the
standards of conduct listed in this Code of Ethics may lead to serious consequences for the Employee concerned; Janus Employees
have a legal, moral, and ethical duty to report any such real or suspected violation to the Board of Directors and regulatory authorities.


 


“CODE OF ETHICS” ENFORCEMENT


 


Janus Employees understand and acknowledge that a breach of
the Code of Ethics can result in severe disciplinary action, including but not necessarily limited to termination.


 


The Company’s Code of Ethics will be fairly enforced at
all levels, without prejudice.


 



    	 



    	 



    

 


ANNUAL ACKNOWLEDGEMENT


 


Each Employee will be required to sign a statement annually
that he or she has read and understands Janus’ Code of Ethics. This statement will also require that the Employee state that
he or she is in full compliance with the Code.


 


EMPLOYEE CERTIFICATION AND ACKNOWLEDGEMENT


 


I acknowledge and certify that I have read and understood the
information set forth in the Code of Ethics of Janus Ventures, Inc. and will comply with these principles in my daily work activities.
I am not aware of any violation of the standards of Janus’ Code of Ethics.


 


	Date:	June 27, 2012	 
	 	 	 
	Name (print):	Janet Bien	 
	 	 	 
	Position:	Chief Financial Officer	 


 


Address:


 


1727 E. Beaver Lake Dr. SE


Sammamish, WA 98075


  


	Signature:	 	 


 



    	 



    	 



    

 


Appendix B


Litigation List