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Exhibit
10.03


CONSULTING
AGREEMENT


 


This CONSULTING AGREEMENT (the “Agreement”)
is entered into as of the 4th day of June, 2010 by and between Luc C. Duchesne
(“Consultant”) and ABC Acquisition Corp. 1501, a Delaware corporation
(the “Company”).


 


WHEREAS, the
Company and Consultant wish to enter into an agreement whereby Consultant will
render certain services to the Company;


 


NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:


 


1.         Consulting Services.  During the
term of this Agreement, Consultant shall  perform certain business and technology
advisory and other consulting services in connection with the development and
commercialization of  a technology (the “Consulting Services”) to be
used by the Company for enabling the use of traditional forest inventories and
other tracts of property as carbon sequestration pools under carbon offsets
programs (the “Technology”), as well as serve as the Company’s Chief
Executive Officer, President and Treasurer/Chief Financial Officer. As
consideration for Consultant's agreement to make the Consulting Services
available to the Company, the Company shall grant Consultant 19,750,000 shares
of the Company’s common stock, which shares shall be treated as having a value
of $0.003 per share (having a value of $3,500).  In addition to such grant of shares,
Consultant shall be entitled to be paid such other remuneration for the
Consulting Services, as and when provided, as may be agreed to between the Company
and Consultant.


 


2.         Term; Termination Provisions.  The
term of this Agreement shall continue for a period of 3 years.  However, the
Company may elect to terminate this Agreement at any time upon notice to
Consultant specifying an effective date for such termination.


 


3.         Improvements.  Consultant
acknowledges and agrees that any intellectual property arising from or included
in any modifications or improvements to the Technology or any other rights
owned, licensed or used by the Company shall, as between Consultant and the
Company, be owned by the Company, and Consultant hereby assigns to the Company
any interest he may have therein.


 


4.         Confidentiality Obligations.


 


4.1       Consultant hereby acknowledges that it may have received, or
may receive in the future, certain confidential forward-looking statements,
either written or oral, or other confidential or non-public information from
the Company concerning the prospects of the Company (collectively, the “Confidential
Information”).  The term “Confidential Information” shall also include all
reports, analyses, notes or other information that are based on, contain or
reflect confidential or non-public information. 


 


4.2       Consultant shall use the Confidential
Information solely for the purpose of performing the services required to be
performed by Consultant hereunder.  Consultant shall keep all Confidential
Information confidential by Consultant, and shall not disclose any Confidential
Information to the public and/or to parties who are not employed by, affiliated
with or consulting to the Company without the prior written consent of the
Company.  


 


4.3       Following the completion of its engagement
by the Company, Consultant shall promptly return any Confidential Information
in his possession to the Company, without retaining any copy thereof, and destroy all analyses, compilations, studies or other
documents prepared by or for internal use which reflect, contain or embody
Confidential Information.








{00204447. } 










 








 










4.4       Consultant hereby acknowledges that it is
aware that relevant securities laws, regulations and stock exchange rules and
policies prohibit any person who has material, non-public information
concerning the Company or a possible transaction involving the Company from
purchasing or selling securities in reliance upon such information or from
communicating such information to any other person or entity under
circumstances in which it is reasonably foreseeable that such person or entity
will use or otherwise take advantage of such material information before it has
been generally disclosed.  


 


4.5       For the purposes of this Agreement, the
definition of “Confidential Information” shall not include information which:
(A) has been made previously available to the public by the Company at the
applicable time; (B) is or, at the applicable time, becomes generally available
to the public, unless the public disclosure of such information is made in a
manner that violates an obligation of confidentiality owed to the Company; (C)
prior to disclosure to Consultant or Consultant’s representatives or agents,
was already rightfully in any such person's possession; or (D) is obtained by
Consultant or Consultant’s representatives or agents from a third party who is
lawfully in possession of such information, and not in violation of any
contractual, legal or fiduciary obligation to the Company with respect to such
information, and who does not require Consultant to refrain from disclosing
such information to others.


 


5.         Status of Consultant as Independent
Contractor.


 


5.1       Using its best efforts, Consultant shall devote such time to
the performance of the Consulting Services described in this Agreement as may
be necessary to satisfactorily complete the said services.


 


5.2       Consultant shall be an independent contractor
in the performance of this Agreement, and shall not be deemed an employee of
the Company for any purpose whatsoever.  Consultant shall not participate in
any benefit programs for the Company employees, including without limitation
health benefits, life insurance, pension or profit sharing plans and paid
vacation and sick leave.  However, with the consent of the Board of Directors
of the Company, Consultant may participate in stock option plans.


 


6.         Remedies and Enforcement.  The
obligations of Consultant contained in Section 3 shall not be excused by any
conduct of the Company.  Consultant acknowledges that any breach or threatened
breach of the provisions of Section 3 would result in irreparable harm which
may not be adequately compensated for by monetary damages.  Accordingly, in
addition to any other rights the Company may have at law or in equity,
including for damages resulting from a breach of Section 3, and without any
necessity of proof of actual damage, the Company may obtain injunctive relief
against the breach or continued breach of such provision.  It is the
understanding of Consultant and the Company that both damages and injunctive relief shall be proper modes of relief and are not to be considered as
alternative remedies.  If the Company brings any action to enforce this
Agreement, the Court shall, in addition, to any legal or equitable relief
awarded by the court, award the Company its reasonable legal fees and expenses.



 


7.         Miscellaneous.


 


7.1       This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes all prior agreements.  This Agreement may not be amended or modified
in any manner except by an instrument in writing signed by the parties.


 


7.2       The invalidity or unenforceability of one or
more provisions of this Agreement shall not affect the validity or
enforceability of any of the other provisions, and this Agreement shall be
construed as if such invalid or unenforceable
provisions were omitted.  If any provision is unenforceable because it is
overbroad, the parties agree that such provision shall be limited to the extent
necessary to make it enforceable, it being the intent of the parties that
provisions of this Agreement be enforced to the maximum extent possible.








Exh 10.03  -  2




 










 








 










 


7.3       This Agreement shall be deemed to have been
entered into in, and shall be construed and enforced in accordance with the
laws of, the Province of Ontario.


 


7.4       The failure of any party to insist, in any
one or more instances, upon the performance of any of the terms or conditions
of this Agreement or to exercise any right, shall not be construed as a waiver
of the future performance of any such term or condition or the future exercise
of such right.


 


7.5       Any notice to be given shall be sufficiently
given when received, and, if mailed, shall be deemed received three (3)
business days after the date of mailing if sent by certified mail, postage
prepaid, to the address of the party set forth below (or to such other address
as the party shall designate by written notice).


 


If to the Company, to: ABC Acquisition Corp. 1501


Attention: Chief Executive Officer


 


If to Consultant, to:                                                      


                                                


                                                


 


 


6.6       Consultant may not assign or subcontract his
rights or obligations under this Agreement without the prior written consent of
the Company.  The Company may assign its rights to any affiliated entity.


 


IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first
above written. 


 


 


ABC ACQUISITION CORP. 1501


 


 


 


By: /s/ Luc Duchesne


Name: Luc Duchesne


Title: President & CEO


 


 


CONSULTANT:


 


 


/s/ Luc C. Duchesne__


LUC C. DUCHESNE


 












Exh 10.03  -  3