Pristine Solutions Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (this
"Agreement") is entered into as of January 1, 2010 by and between Pristine
Solutions Inc., a Nevada corporation ("Company"), and Christine Buchanan -
Mackenzie ("Consultant"). Company and Consultant are collectively referred to
hereinafter as the "Parties".

ARTICLE 1. WORK ASSIGNMENTS

     Section 1.01. Consultant agrees
to provide the services outlined in Article 2 herein below.

     Section 1.02. Term. The Agreement
shall commence as of the date hereof and terminate on January 1, 2011.

ARTICLE 2. DUTIES OF CONSULTANT

     Section 2.01. Description of
Duties. Consultant shall provide normal corporate duties required by a public
company’s President, CEO, Treasurer, CFO, and Director.

ARTICLE 3. COMPENSATION

     Section 3.01. Compensation.
Consultant shall be paid at the rate of $500 USD per month for all services
rendered.

     Section 3.02. Taxes. The
relationship by and among the Parties shall be that of an independent
contractor. Contractor shall not receive benefits from the Company, and
contractor shall be solely responsible for paying her state and federal income,
disability and social security taxes, as applicable. No provision contained
herein shall create an employer/employee relationship between the Parties.

ARTICLE 4. PROPRIETARY INFORMATION

     Section 4.01. Records. (a) All
records of the accounts of Company, of any nature, whether existing at the time
of Consultant's engagement, procured through the efforts of Consultant, or
obtained by Consultant from any other source, and whether prepared by Consultant
or otherwise, shall be the exclusive property of Company regardless of who
actually purchased the original book, record, or magnetic storage unit on which
such information is recorded.

     (b) All such books and records
shall be immediately returned to Company by Consultant on any termination of
engagement, whether or not any dispute exists between Company and Consultant at,
regarding, and/or following the termination of this Agreement.




     Section 4.02. Confidentiality.
Consultant hereby acknowledges that she has received information regarding the
business and all of Company's products, including but not limited customer
lists, product information, designs, patent design and art work, schematics,
drawings, software codes and deliverables, hardware specifications and designs,
business strategies, employee agreements, all of which information is
confidential information (the "Confidential Information"). The parties hereto
recognize and acknowledge that the Confidential Information is proprietary and
integral to Company's business and agrees to keep such Confidential Information
confidential shall not at any time or in any manner, either directly or
indirectly, divulge, disclose or communicate to any person, corporation or other
entity or utilize in any manner whatsoever any information (including but not
limited to the Confidential Information) concerning any matters affecting or
relating to Company's businesses and/or the Company's products (the "Proprietary
Material"). This covenant of nondisclosure and non-use includes, without
limiting the generality of the foregoing, any of Company's customers, employees,
assigns, competitors, consultants, executors or administrators. Consultant
further agrees not to disclose to any other person, corporation or entity or
utilize any of the Proprietary Material and/or Confidential Information
concerning Company's business, its products, and/or any of its technologies;
concerning Company's manner of operation of manufacturing; concerning Company's
plans, processes or other data with regard to its products, all of which are
Proprietary Material, without the prior written consent of Company. Consultant
hereto agrees and stipulates that Company's and all information characterized as
Proprietary Material and/or Confidential Information are important, material and
confidential and could gravely affect the effective and successful conduct of
Company's business. Consultant further agrees not to disclose the same to any
third person, corporation and/or entity for a period of three (3) years
subsequent to the termination of this Agreement or termination of Consultant as
a Consultant of Company, whether such termination is with or without cause.

     Section 4.03. Products. All
ideas, inventions, products or otherwise, relating in any way to Company's
business, designed, improved, planned, proposed, altered, modified, refined or
enhanced by Consultant shall be considered work for hire to the fullest extent
permitted under Nevada law and shall remain at all times the sole property of
Company. Consultant shall not be allowed to use such ideas, inventions or
products unless she receives the prior written consent of Company. Any and all
patents, trademarks, patent filings or the like relating in any way to Company's
products shall remain the sole property of Company and upon request, Consultant
shall execute any and all documents, filings or contracts assigning the same to
Company. Furthermore, whenever requested to do so by Company, Consultant will
execute any and all applications, assignments or other instruments that Company
deems necessary to protect Company's interests therein. Consultant's obligations
hereunder shall survive the termination of Consultant's engagement with respect
to inventions, discoveries and improvements conceived or made by Consultant
during the term of Consultant's engagement described in this Agreement.




ARTICLE 5. NON COMPETITION

     Section 5.01. Non-Competition.
During Consultant's term of engagement set forth in this Agreement, and for a
period of two (2) years thereafter, Consultant will not directly or indirectly
be an owner, partner, director, manager, officer or employee or otherwise render
services or be associated with any business that competes with company; that
during the same period listed herein, Consultant will neither directly and/or
indirectly, individually or as an officer, director or agent of any corporation
or other entity, engage in or be interested in the manufacturing, selling or
dealing in Company's products and/or its technology or facsimiles thereof
without Company's written approval; nor reveal any of the Confidential
Information and/or Proprietary Materials received under this Agreement to any
third party; nor use of the Confidential Information and/or Proprietary
Materials to manufacture, sell or deal in any products similar to those
manufactured, marketed and/or sold by Company; nor to affect in any way current
or future sales of the Company's and/or its technology. Further, Consultant
agrees that during the term of this Agreement she shall not hire away or assist
other companies in hiring away current employees or Consultants of Company.

ARTICLE 6. GENERAL PROVISIONS

     Section 6.01. Notice. Any notices
to be given by either party to the other may be effected either by personal
delivery in writing or by mail, registered and certified, postage prepaid with
return receipt requested. Mailed notices shall be addressed to the parties at
their last known addresses as appearing on the books of Company.

     Section 6.02. Entire Agreement.
This Agreement supersedes any an all other agreements, except the sales
agreement between Company and Consultant, either oral or written between the
parties with respect to the engagement of Consultant by Company for the purposes
set forth in Article 2.1, and contains all of the covenants and agreements
between the parties with respect to such consulting work whatsoever. Each part
to this Agreement acknowledges that no representations, acting on behalf of any
party, which are not embodied herein, and that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be changed.

     Section 6.03. Severability. If
any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect without being impaired or invalidated in any
manner.

     Section 6.04. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.

     Section 6.05. Mandatory
Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Rules of the American Arbitration Association by
a single arbitrator, mutually agreed upon by the Parties, in Las
Vegas, Nevada. Judgment upon the award rendered by the arbitrator may be entered
into in any court of competent jurisdiction and shall not be appealable.
Furthermore, the prevailing party shall be entitled to reasonable attorneys'
fees.




     Section 6.06. Counterparts. This
Agreement may be executed in counterparts, each of which shall be constitute an
original, but all of which when taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, this
Agreement was executed as of the date first set forth above.

Pristine Solutions Inc., 
a Nevada Corporation

/s/ Christine Buchanan - Mackenzie 
Christine
Buchanan - Mackenzie 
Chief Executive Officer 

CONSULTANT

/s/ Christine Buchanan - Mackenzie 
Christine
Buchanan - Mackenzie