Epcylon Technologies Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS AGREEMENT made the 7th day
of February 2014 

BETWEEN: 

Epcylon Technologies Inc.

(hereinafter called the "Corporation") 


OF THE FIRST PART 

- and - 

CFO Advantage Inc., 
a
corporation incorporated under the laws of the Province of Ontario



(hereinafter called the "CAI") 

OF THE SECOND PART 

WHEREAS the Corporation is desirous of engaging the consulting
services of CAI and CAI has agreed to serve the Company as an independent
contractor upon the terms and conditions herewith set forth; 

AND WHEREAS the CFO shall be responsible for all matters
typical of those for an executive officer, in the position of Chief Financial
Officer (the “CFO”). As Chief Financial Officer CFO shall report to the Chief
executive Officer and to the Board of Directors of the Corporation. 

NOW THIS AGREEMENT WITNESSETH that, in the parties hereto agree
as follows: 

	1. 	
      Commencing February 7, 2014, the Corporation hereby
      retains the CFO. The CFO shall carry out all financial and accounting
      functions including but not limited to the management of the finance
      administration, financial reporting, ,liaising with external professionals
      such as the auditors, lawyers and bankers, ensure regulatory compliance,
      attend board and audit committee meetings.

	 	 
	2. 	
      The CFO will be based in Toronto, Canada. The CFO will
      perform the Services at various locations and at the Corporation’s
      premises as necessary and decided upon by the CFO.

	 	 
	3. 	
      The CFO is not required to devote its full time and
      attention in connection with providing the services as described
      herein.

	 	 
	4. 	
      If the CFO is requested by the Corporation to provide any
      special or additional services (“Special Services”) beyond the Services
      outlined above, the Special Services must be agreed to by the parties
      prior to CFO undertaking to provide such Special Services.

	 	 
	5. 	
      The CFO will be covered by comprehensive director’s and
      officer’s insurance and errors and omissions liability insurance, which
      will be maintained by the Corporation.

	 	 
	6. 	
      The CFO shall, in providing services, comply with all
      laws, rules and regulations of governments or governing bodies applicable
      to the services being provided.

	 	 
	7. 	
      The CFO agrees that all knowledge of the Corporation's
      affairs shall be held in the strictest of confidence. No information
      concerning the operations of the Corporation shall be disclosed to any
      person without the written consent of the Corporation.

	 	 
	8. 	
      The Corporation agrees to pay the CFO based on a monthly
      fee of $2,000 plus HST, to be paid in a combination of cash and shares.
      These amounts shall be invoiced monthly, in arrears and payable by the
      Corporation not later than the 15th day of the month immediately following
      the month. This fee will be reviewed periodically based on time required
      by the CFO.








	9. 	
      The CFO shall be reimbursed for all reasonable expenses
      upon presentation of receipts to the Corporation.

	 	 
	10. 	
      The Consultant shall be eligible to participate in the
      Stock Option Plan (“Plan”) of the Corporation, and shall be granted
      options at the discretion of the board and CEO.

	 	 
	11. 	
      The Corporation shall give CFO 3 months notice of
      termination of the agreement.

	 	 
	12. 	
      In no event shall either party to This Agreement be
      liable to any person who is not a party to This Agreement for any claims,
      demands or expenses alleged to have been caused by any act or omission of
      the other party to This Agreement.

	 	 
	13. 	
      The CFO shall exercise a standard of care and have a
      limitation of liability to the Company as follows;



CFO will exercise reasonable care and
diligence and act in good faith in the provision of the services pursuant to
this Agreement. That notwithstanding, CFO assumes no responsibility and shall
not be held responsible or liable for any loss, damage, expense or cost suffered
or incurred by the Company, including any loss, damage, expense or cost arising
out of or occasioned by the Company's use, reliance upon or publication of any
work product prepared by CFO and delivered to the Company by CFO, unless any
such loss, damage, expense or cost is caused by and is the direct result of the
willful default, gross negligence or fraudulent conduct of CFO in connection
with the Agreement. Regardless of the nature and extent of any loss, damage,
expense or cost suffered or incurred by the Company, under no circumstances will
any liability of CFO exceed the aggregate amount of fees, net of GST, paid by
the Company to CFO, for services performed by CFO during the preceding twelve
(12) months of such claim. 

	14. 	
      This Agreement contains the entire agreement between the
      parties with respect to the subject matter hereof and supersedes all prior
      agreements, negotiations, representations and proposals written or oral,
      relating to its subject matter.

	 	 
	15. 	
      Any notice to be given hereunder shall be valid and
      effective if such notice is sent by first class mail, postage prepaid,
      addressed to or personally delivered to the CFO
at:



614 Rushton Road

Toronto, Ontario 
M6C 2Y7 


	16. 	
      Any term or provision of This Agreement can be modified
      only with the written consent of both parties. The failure of either party
      to exercise any right or to insist on strict compliance with the
      provisions hereof shall not constitute a waiver of the provisions of This
      Agreement with respect to any other or subsequent breach hereof nor a
      waiver of its right to require strict compliance with the provisions of
      This Agreement.

	 	 
	17. 	
      This Agreement shall not be assigned without the written
      consent of the other party, which consent shall not be unreasonably
      withheld. This Agreement shall be binding upon the parties and upon their
      respective successors and permitted assigns.







IN WITNESS WHEREOF the parties hereto have hereunto
respectively set their hands and seals as of the date hereof. 

SIGNED, SEALED AND DELIVERED 

	 	In the presence of: 	CFO Advantage Inc. 	 
	 	 	 	 
	 	  	 “Kyle Appleby” 	 
	 	  	Authorized Signing Officer
    	 
	 	 	 	 
	 	  	Date: February 7, 2014 	 
	 	 	 	 
	 	 	 	 
	 	  	Epcylon Technologies Inc.
    	 
	 	  	Per: 	 
	 	 	 	 
	 	  	 “Cato Kemmler” 	 
	 	  	Authorized Signing Officer
    	 
	 	 	 	 
	 	  	Date: February 7, 2014