Interactive Multi-Media Auction Corporation: Exhibit  - Filed by newsfilecorp.com





CONSULTING AGREEMENT

THIS AGREEMENT dated for reference the
1st Day of December 2012.

BETWEEN:

David Speers

(the “Consultant”)

     OF THE FIRST PART 

AND:

INTERACTIVE MULTI-MEDIA
AUCTION 
CORPORATION., a company duly
incorporated pursuant to the
 laws of the British Virgin Islands and having
its Head office at 2/F 
Eton Tower, 8 Hysan Avenue, Causeway Bay, Hong Kong,
SAR,

(the “Company”)

OF THE SECOND PART

WHEREAS:

	 	A. 	
      The Company is a Hong Kong based Internet marketer,
      auctioneer, dealer and broker of high quality and unique products and
      services relating to fine art, fashion, design, décor, among others. Sales
      to clients are to be transacted via a live monthly internet on-line
      streaming auction style broadcast available to a brand-conscious
      demographic that will encompass an international viewing audience that pay
      via e-commerce solutions inherent to the website. (the “Business”);
    and

	 	B. 	
      The Consultant, is an expert in the development of
      websites and on-line internet platform with specific expertise in software
      and back-end integration programming; and therefore in accordance with the
      terms and on the conditions set forth in this Agreement,

	 	C. 	
      The Company, desires to retain the Consultant to perform
      services for the Company and the Consultant in turn agrees to perform such
      services for the Company.



THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, mutual covenants and Agreements herein contained, the parties hereto
covenant and agree with each other as follows:

1.00               
APPOINTMENT 

1.01               
The Company hereby engages the Consultant as an independent contractor to
develop, manage and maintain the Company website, integrate the required
third-party streaming platform and third-party e-commerce solution, create
product catalogues, marketing materials, investor brochures, and the like. It is
goal that through this appointment the Company will have a live functional website with e-commerce capabilities in
operation no later than April 30, 2013, with the overall integration of the
associated streaming platform capable of implementation no later than July 31,
2013. in a timely manner throughout the Term (as hereinafter defined) on the
terms and conditions herein set forth.




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2.00               
  TERM 

2.01               
The engagement of the Consultant hereunder will be for a term of one (1) year
commencing as and from December 1, 2012 (the “Term”), subject to earlier
termination as provided for herein.

3.00               
REMUNERATION 

3.01               
The remuneration to be paid to the Consultant by the Company hereunder, subject
to renewal, will be subject to annual review by the Company’s board of
directors. If the parties fail to agree on the remuneration to be paid to the
Consultant by the Company hereunder, the amount of such remuneration will be
determined by arbitration pursuant to the provisions of Clause 9.00 hereof.

	 	Remuneration Schedule: 	The Consultant is to be paid the following:
  
	 	  	 
			50,000 shares at such time the website is live
      (at or before April 31, 2013) 
	 	  	 
			25,000 shares at such time the streaming
      integration is complete (at or before July 31, 2013) 
	 	  	 
			25,000 shares at such time the term is complete
      (November 30, 2013) 


4.00               
TERMS AND CONDITIONS OF CONSULTANCY 

4.01               
The Consultant will serve the Company as an expert in the development of
interactive website designs and high quality marketing and other collateral
promotional materials always working in the most profitable and efficient
manner.

4.02               
The Consultant shall carry out such further duties and projects as requested by
the President of the Company and shall report to the President or such other
person as the President may advise.

4.03               
The Consultant does not have the power to enter into any contracts on behalf of
the Company and without limiting the generality of the foregoing, to authorize
any borrowing, financial commitments, lending, pledging, selling, assigning or
employment without the specific written approval of the Company.

4.04               
The Consultant will well and faithfully serve the Company during the continuance
of his term of engagement hereunder and will use his best efforts to promote the
interests of the Company and its Business.




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5.00               
CONFIDENTIALITY AND INVENTIONS AGREEMENT

5.01               
For purposes of this Agreement, the term Confidential Information includes any
information in any form or medium, including without limitation written records,
documents, computer-readable disks, tapes, printouts, sound recordings,
photographs, reproductions, sketches, notes, or copies or excerpts of them, or
other documents or materials, that the Company considers confidential, whether
or not marked as confidential. Confidential Information includes inventions (as
defined below), software, source code, object code, algorithms, procedures,
databases, compilations, technical data, formulas, theories, methods, equipment,
samples, designs, data, specifications, drawings, blueprints, prototypes,
models, business plans, customer lists, contacts and information, sales and
marketing reports, proposals, prices, costs, personnel and payroll records,
mailing lists, accounting records, and other trade secrets and information
concerning the businesses and other ventures which the Company now operates or
may operate in the future. For purposes of this Agreement, “Inventions” shall
include but not be limited to ideas, improvements, or other Confidential
Information, whether or not patentable and whether or not reduced to practice,
made or conceived by the Consultant (whether made solely by him or jointly with
others), during the period of his employment/engagement with the Company, which
relate in any manner to the actual or demonstrably anticipated business, work or
research and development of the Company or its subsidiaries, or result from or
are suggested by any task assigned to the Consultant or any work performed by
him for or on behalf of the Company or its subsidiaries or ventures. For
purposes of this Agreement, the terms “contractor,” and derivatives thereof
include without limitation “consultant” and “independent contractor,” and use of
the terms “contractor” or derivatives shall not be deemed to create an
employer-employee relationship between the Company and the undersigned. In
regard to the above, the Consultant agrees as follows:

	 	(a) 	
      During the engagement by the Company, the Consultant will
      not disclose or make use of any Confidential Information except as
      necessary for the performance of his duties as a contractor of the Company
      or as authorized in writing by the Company;

	 	 	 
	 	(b) 	
      After the engagement by the Company has terminated for
      any reason, the Consultant will not disclose or make use of any
      Confidential Information for any purpose, either on his own behalf or on
      behalf of another person, entity, or business;

	 	 	 
	 	(c) 	
      During the engagement with the Company, the Consultant
      will not provide to the Company or make use of any trade secrets or other
      confidential information belonging to another employer or other third
      party without the express approval of both the Company and such other
      employer or other third party;

	 	 	 
	 	(d) 	
      The Consultant represent that he is not subject to any
      confidentiality, non- competition, or other agreement with any other
      employer or other third party that would conflict with this Agreement or
      prevent him from performing all his assigned duties as an contractor of
      the Company;

	 	 	 
	 	(e) 	
      Upon demand by the Company or upon termination of the
      Consultant’s engagement for any reason, the Consultant will immediately
      assemble all property and records of the Company in his possession or under his
      control, including all copies, excerpts, derivations and duplications
      thereof, and return them promptly and unconditionally to the Company;
  and







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	 	(f) 	
      The Consultant agrees that during his engagement, and for
      a period of one (1) year after the termination of his engagement for any
      reason, he will not knowingly, either directly or indirectly, for himself
      or for any other person or entity, hire, solicit or induce (other than to
      the extent of normal advertising of positrons open) any employee,
      independent contractor or consultant of the Company to leave their
      engagement or to cease doing business with the
Company.



6.00               
RESTRICTIVE COVENANT 

6.01               
The Consultant covenants and agrees with the Company that he will not within a
one (1) year period, without the prior written consent of the Company:

	 	(a) 	
      Directly or indirectly, in any capacity whatsoever, alone
      or in association with any other person, firm or corporation (other than
      the Company), as an employee, principal, agent, shareholder, director,
      guarantor, creditor, or in any other relationship whatsoever, engage or be
      concerned or interested in any business similar to the business of the
      Company and which may compete with the Company’s business at any time
      during that period in any territory in which the Company carries on such
      business during that period; or

	 	 	 
	 	(b) 	
      Directly or indirectly, whether as principal, agent,
      employee, director of company or otherwise, by means of any corporate or
      other device, or, in the case of a corporate Shareholder, through its
      Representative, solicit or aid in the solicitation of any business similar
      to the Company’s business to be carried on by the Company from any
      customer or customers of the Company or, in the event of the Covenanting
      Shareholder having ceased to be a Shareholder, any customer or customers
      of the Company with whom he had business dealings on behalf of the Company
      within a period of thirty-six (36) months immediately prior to his ceasing
      to be a Shareholder in the Company; or

	 	 	 
	 	(c) 	
      Directly or indirectly, use or disclose to any person,
      except duly authorized officers and employees of the Company entitled
      thereto, any trade secret, business data, or other information acquired by
      him by reason of his involvement and association with the
  Company.



6.02               
As it is recognized by all the parties hereto that irreparable damage would
result from any violation of Paragraph 6.01 above, it is expressly agreed that,
in addition to any and all of the remedies available to it, each party will have
the immediate remedy of injunction or such other equitable relief as may be
decreed or issued by any court of competent jurisdiction to enforce Paragraph
6.01 hereof.

6.03               
In the event that any clause or operation of Paragraph 6.01 or 6.02 is
unenforceable or declared invalid for any reason whatever, such unenforceability
or invalidity will not affect the enforceability or validity of the remaining
portions of Paragraphs 6.01 and 




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6.02               
and such unenforceability or invalidity will be severable from such paragraphs
and this Agreement.

7.00               
TERMINATION 

7.01               
This Agreement may be terminated in the following manner and in the following
circumstances:

	 	(a) 	
      At any time by notice in writing from the Company to the
      Consultant for cause, including, but not limited to, a breach by the
      Consultant of any of the terms and conditions of this Agreement with the
      Company dated April 15th , 2005;

	 	 	 
	 	(b) 	
      At any time by the Company paying to the Consultant the
      balance of the term herein or pursuant to any renewal; and

	 	 	 
	 	(c) 	
      If termination is by the Consultant, upon no less than
      ninety (90) days notice to the Company.



                      
Notwithstanding any termination, Clauses 5.00 and 6.00 remain binding and
enforceable.

8.00               
INDEMNITY

8.01               
The Consultant will indemnify and hold harmless from the Company from and
against:

	 	(a) 	
      Any and all liabilities, whether accrued, absolute,
      contingent or otherwise, in regard to any taxes, government withholdings,
      and without limiting the generality of the foregoing, income tax, GST,
      PST, workers’ compensation, CPP and EI;

	 	 	 
	 	(b) 	
      Any and all damage or deficiencies resulting from any
      misrepresentation, breach of warranty or non-fulfilment of any covenant on
      the part of the Consultant under this Agreement; and

	 	 	 
	 	(c) 	
      Any and all actions, suits, proceedings, demands,
      assessments, judgments, costs and legal and other expenses incident to any
      of the foregoing.



9.00               
ARBITRATION 

9.01               
If there is any disagreement between the parties hereto with respect to the
terms of this Agreement or the interpretation thereof, the same will be referred
to a single arbitrator pursuant to the Commercial Arbitration Act (B.C.),
and any amendments thereto, and the determination of such arbitrator will be
final and binding upon the parties hereto.

10.00           
 INTERPRETATION 

10.01            
Each provision of this Agreement is declared to constitute a separate and
distinct covenant and will be severable from all other such separate and
distinct covenants.




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10.02               
If any covenant or provision is determined to be void or unenforceable, in whole
or in part, it will not be deemed to affect or impair the enforceability or
validity of any other covenant or provision of this Agreement or any part
thereof.

10.03               
The headings in this Agreement form no part of the agreement between the parties
and will be deemed to have been inserted for convenience only and will not
affect the construction hereof.

10.04               
Wherever the singular or the masculine is used herein, the same will be deemed
to include the plural or the feminine or the body politic or corporate where the
context or the parties so require. 

11.00               
GOVERNING LAW 

11.01               
This Agreement will, in all respects, be governed by and construed in accordance
with the laws of the Province of British Columbia.

12.00               
FURTHER DOCUMENTS 

12.01               
The parties will execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.

13.00               
ASSIGNMENT

13.01               
The Consultant may assign his contract to a company in which he is employed to
carry out his obligations on behalf of the assignee. This assignment is subject
to the reasonable approval of the Company.

14.00               
NOTICE 

14.01               
Any notice in writing required or permitted to be given to either party
hereunder will be deemed to have been well and sufficiently given if mailed by
prepaid registered mail or delivered or telecopied to the address of the party
to whom it is directed set forth on page 1, or such other address as either
party may from time to time direct in writing and any such notice will be deemed
to have been received, if mailed, seven (7) business days after the date of
mailing and, if delivered or telecopied, upon the date of delivery or telecopy.
If normal mail service is interrupted by strike, slow down, force majeure or
other cause, a notice sent by mail will not be deemed to be received until
actually received, and the party sending the notice will deliver such notice in
order to ensure receipt thereof.

15.00               
ENTIRE AGREEMENT

15.01               
The provisions herein constitute the entire agreement between the parties and
supersede all previous expectations, undertakings, communications,
representations and agreements whether verbal or written between the parties
with respect to the subject matter hereof. 

16.00               
NO PARTNERSHIP




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16.01               
No agency, employment or partnership is hereby created between the parties and
either party that would create any apparent agency or partnership between the
parties hereto will make no representations.

17.00               
INDEPENDENT LEGAL ADVICE

17.01               
The parties hereto confirm that they have been recommended to obtain independent
legal advice prior to the execution of this Agreement and confirm that they have
obtained independent legal advise or alternatively, have waived their right to
the same. 

18.00               
ENUREMENT

18.01               
The provisions of this Agreement will enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, successors and
assigns.

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

	David Speers 	/DSPEERS/ 
	Name of Consultant 	Electronic Signature 


ON Behalf Of:

INTERACTIVE MULTI-MEDIA AUCTION CORPORATION

	 	By: 	/AMBERMCCANDLESS/ 
	 	 	President, Sole
  Director