Exhibit 10.1


 


CONSULTING AGREEMENT


 


 


This
consulting agreement dated effective October 1, 2013 is made:


 


BETWEEN: 


UV Flu Technologies, Inc.


411 Main Street – Bldg 5


Yarmouth Port, MA 02675


 


(referred to as the “Company")


 


AND:


Chamberlain Capital Partners


PO Box 882


Barnstable, Massachusetts


USA, 02630


 


(referred to as “Consultant")


 


1. Consulting Services


 


The Company hereby engages the Consultant
to perform the following services in accordance with the terms and conditions set forth in this Agreement: The Consultant will
consult with the officers and employees of the Company concerning matters relating to day to day operations, regulatory compliance,
and other transition services.


 


2. Terms of Agreement. 


 


The term of this Agreement will commence
October 1, 2013 and will continue until March 30, 2014.


 


3. Place Where Services Will
Be Rendered


 


The Consultant will perform most services
in accordance with this Agreement at 411 Main Street, Yarmouth Port, Massachusetts 02632. In addition, the Consultant will perform
services on the telephone and at such other places as designated by the Company to perform these services in accordance with this
Agreement.


 


4. Payment to Consultant


 


The Consultant will be paid each week at
the rate of $1,000, through the period 10/1/13 through 3/30/14, for work performed in accordance with this Agreement. In the event
travel or other out of pocket expenses related to the Company are incurred, the Consultant can submit additional receipts to the
Company for reimbursement consideration. The Consultant may use his personal automobile in pursuit of Company business, so the
consultant only reimburses for gas. The Company, particularly through its RxAir subsidiary, uses the Consultant‘s American
Express Credit Card when buying parts, or other charges. In the event that RxAIR continues to use the Consultant’s credit
card, Consultant will put an expense report monthly for reimbursement of these charges. The Consultant’s cell phone is used
exclusively for business.


 



    	 



    	 



    




Currently the Consultant is owed 10 weeks
back fees, at a rate of $10,500, payable $7,500 in cash, and $3,000 stock. If the Consultant personally raises the funds, he can
be made whole. Cash contingent, otherwise will be 2/3 cash, 1/3 stock, eg with 9 weeks owed would translate to 6 weeks cash ($8,500),
and 3 weeks stock ($3,000).


 


The Consultant is currently President of
RXAir, personally guarantees the lease where the Company resides, and is the Company FDA QC inspector. The Consultant will resign
as President, and the Company will use commercially reasonable efforts to terminate Consultant’s guarantee on the lease.
The Consultant will be covered on any payments owed by the Company, under either scenario. The Consultant agrees to a 6 month consulting
agreement at $500 per week for RXAir consulting fees, which will commence only if and when RX is spun off as a stand-alone public
entity. Once RX is spun off, the Consultant would receive a bonus award of RXAir common stock equal in value to $12,000, priced
as of the first day of trading based on such day’s closing price.


 


During the Term of this agreement, the
Consultant will receive a 0.5% bonus on sales of the UV-400, to be paid monthly when sales of the product that month exceed $25,000,
or otherwise quarterly. On sales of new products designed by, and brought to market by the Consultant, the Consultant will receive
a 1% bonus for the life of the product, or on the ultimate sale of the product. If Consultant is no longer has a Consulting Agreement
in effect, payment on sales of the new products will be paid as royalties.


 


5. Confidential Information
and Non-Competition


 


The Consultant agrees that any information
received by the Consultant or John Lennon during the performance of the Consultant's obligations pursuant to this Agreement or
otherwise, regarding the business, financial, technological or other any other affairs of the Company or its personnel will be
maintained by the Consultant and John Lennon as strictly confidential and will not be revealed by the Consultant or John Lennon
to any other persons, firms, organizations or other entities whatsoever. This covenant shall survive the termination of this Agreement.


 


The Consultant agrees that during the term
of this Agreement and for a period of twelve (12) months thereafter, it and John Lennon will not compete or attempt to compete
with the business or technology of the Company or in any other respects whatsoever, as long as the terms of the Agreement have
been met.


 


6. Employment of Others


 


The Company may from time to time request
that the Consultant arrange for the services of others. All costs to the Consultant for those services will be paid by the Company.


 


7. Entire Agreement 


 


This agreement contains the entire agreement
between the parties hereto with respect to the Consultant’s engagement by the Company and supersedes any prior oral or written
agreements or understandings with respect hereto.


 


8. Notices


 


All notices, requests, demands, and other
communications hereunder shall be in writing and shall be delivered personally, sent be recognized overnight courier or sent by
registered or certified mail, return receipt requested, to the other parties hereto at his or its address as set forth above, and
shall be deemed given when delivered, or if sent by registered or certified mail, five (5) days after mailing. Any party may change
the address to which notices, requests, demands, and other communications hereunder shall be sent by sending written notice of
such change of address to the other parties in the manner above provided.


 



    	 



    	 



    




9. Successors and Assigns


 


Subject to the terms of Paragraph 7, this
Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the party hereto.


 


10. Amendment


 


No amendment of any provision of the Agreement,
or consent to any departure therefrom, shall be effective unless in writing and executed by both parties hereto.


 


11. Waiver 


 


The waiver by the Company of any breach
of any term or condition of the Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other
term or condition hereof.


 


12. Severability 


 


Each of the terms and provisions of this
Agreement is to be deemed severable in whole or in part and, if any terms or provision or the application thereof in any circumstances
should be invalid, illegal or unenforceable, the remaining terms and provisions or the application of such term or provision to
circumstances other than those as to which it is held invalid, illegal or unenforceable shall not be affected thereby and shall
remain in full force and effect.


 


13. Governing Law 


 


This agreement and the enforcement thereof
shall be governed and controlled in all aspect by the laws of the State of Nevada.


 


14. Counterparts 


 


This Agreement may be executed in several
counterparts and all so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the
parties are not signatories to the original or the same counterpart.


 


15. Default 


 


If the Company fails to pay the consultant
any of the funds, agreed upon in a 30 day period, unless mutually agreed upon, said total owed funds are deemed in default, and
will be due in payable within 30 days. If payment is still not afforded, a secured 90 day note will be issued for the full amount,
at an interest rate of 8% annually.


 


16.Indemnification 


 


Upon resignation from the Board and CEO/CFO
positions of the Company, Mr. Lennon is hereby indemnified from any and all actions against him or the Company, and its affiliates,
to the extent permitted by law.


 



    	 



    	 



    




17.Personal Guarantees/Other
Positions


 


Any personal guarantees or liabilities
assumed by Mr. Lennon in his role as President are hereby waived. Concurrent with Mr. Lennon’s resignation from President
of UV Flu, Mr. Lennon shall resign as President of RXAir.


 


UV Flu Technologies, Inc.





 





	By:  /s/ John J. Lennon	10/24/13
	 	Date
	 	 
	Chamberlain Capital Partners	 
	 	 
	By:  /s/ John J. Lennon	10/24/13
	 	Date







   


Exhibit 10.1Consulting Agreement