Caleco Pharma Corp.: Exhibit 10.4 - Filed by newsfilecorp.com






MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT dated effective as of the 11th day of
June, 2010 (the “Effective Date”).

BETWEEN:

	 	LUC VANHAL, an individual with an
      address of 5711 Aldea Avenue, Encino CA 91316 	 
	 	  	 
	 	(the ”Consultant”) 	 


OF THE FIRST PART

AND:

		CALECO PHARMA CORP., a Nevada
      corporation with an address of 410 – 103 East Holly Street, National Bank
      Building, Bellingham, WA 98225. 	
	 	  	 
	 	(the “Company”) 	 


OF THE SECOND PART 

WHEREAS:

A. The Company wishes to retain the Consultant to act as the
Company’s Chief Financial Officer; and

B. The Consultant has agreed to act as the Company’s Chief
Financial Officer on the terms and subject to the conditions of this
Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the contrary:

	 	(a) 	
      "Consulting Fee" means the consulting fee payable
      to the Consultant as set forth in Section 5.1;

	 	 	 
	 	(b) 	
      "Securities Act" means the United States
      Securities Act of 1933, as amended; and

	 	 	 
	 	(c) 	
      "Term" means the term of this Agreement beginning
      on the Effective Date and ending on the close of business on the date of
      the termination of this Agreement.



2. ENGAGEMENT AS A CONSULTANT

2.1 The Company hereby engages the Consultant as a consultant
to provide the services of the Consultant in accordance with the terms and
conditions of this Agreement and the Consultant hereby accepts such
engagement.




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3. TERM OF THIS AGREEMENT

3.1 The term of this Agreement shall be for one (1) year,
commencing on the Effective Date, unless this Agreement is earlier terminated in
accordance with the terms of this Agreement or extended by the Board of
Directors of the Company.

3.2 If this Agreement is not terminated upon the first
anniversary of the Effective Date, the term of this Agreement shall continue on
a month-to-month basis until terminated in accordance with the terms of this
Agreement. 

4. CONSULTING SERVICES

4.1 The Consultant agrees to act as Chief Financial Officer of
the Company and to perform the following services and undertake the following
responsibilities and duties to the Company as consulting services (the
"Consulting Services"):

	 	(a) 	
      exercising general direction and supervision over the
      business and financial affairs of the Company;

	 	 	 
	 	(b) 	
      providing overall direction to the management of the
      Company;

	 	 	 
	 	(c) 	
      reporting directly to the Board of Directors of Company;
      and

	 	 	 
	 	(d) 	
      performing such other duties and observing such
      instructions as may be reasonably assigned from time to time by or on
      behalf of the board of directors of the Company in the Consultant’s
      capacity as Chief Financial Officer, provided such duties are within the
      scope of the Company’s business and implementation of the Company’s
      business plan.



4.2 The Consultant shall devote such attention and energies to
the business affairs of the Company as may be reasonably necessary for the
discharge of his duties as Chief Financial Officer, provided, however, the
Consultant may engage in reasonable investment and other personal activities
that do not interfere with the Consultant's obligations hereunder. 

4.3 The Consultant will at all times be an independent
contractor and the Consultant will not be deemed to be an employee of the
Company.

5. CONSULTING FEE

5.1 In consideration of the Consulting Services, the Company
shall issue 300,000 shares (the “Shares”) of the Company’s common stock to the
Consultant on the Effective Date (the “Consulting Fee”).

5.2 The Consultant represents and warrants to the Company that
the Consultant is an "accredited investor" as defined in Rule 501 of Regulation
D of the Securities Act.

5.3 The Consultant acknowledges that the Shares are “restricted
securities” within the meaning of the Securities Act and will be issued to the
Consultant in accordance with an exemption from the registration requirements of
the Securities Act provided by Rule 506 of Regulation D of the Securities Act
based on the representations and warranties of the Consultant in this
Agreement.




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5.4 The Consultant acknowledges and agrees that the
certificates representing the Shares will be “restricted shares”, as
contemplated under the Securities Act, and will be endorsed with the following
legend:


	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
      AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE
      REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY
      ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE
      EXEMPT FROM SUCH REGISTRATION.” 




5.5 After ninety (90) days of the Effective Date, the parties
may amend the terms of this Agreement so long as such amendment is evidenced in
writing and signed by or on behalf of the parties.

6. REIMBURSEMENT OF EXPENSES

6.1 The Company will pay to the Consultant the reasonable
travel and promotional expenses and other specific expenses incurred by the
Consultant in provision of the Consulting Services, provided the Consultant has
obtained the prior written approval of the Company. 

7. TERMINATION

7.1 The Company may terminate this Agreement: (i) at any time
on thirty days’ notice; or (ii) without notice upon the occurrence of any of the
following events of default (each an “Event of Default”):

	 	(a) 	
      the Consultant’s commission of an act of fraud, theft or
      embezzlement or other similar willful misconduct;

	 	 	 
	 	(b) 	
      the neglect or breach by the Consultant of his material
      obligations or agreements under this Agreement; or

	 	 	 
	 	(c) 	
      the Consultant’s refusal to follow lawful directives of
      the Board,



provided that notice of the Event of Default has been delivered
to the Consultant and provided the Consultant has failed to remedy the default
within thirty days of the date of delivery of notice of the Event of
Default.

7.2 The Consultant may terminate this Agreement at any time
upon thirty days’ notice.

7.3 On termination of this Agreement for any reason, all rights
and obligations of each party that are expressly stated to survive termination
or continue after termination will survive termination and continue in full
force and effect as contemplated in this Agreement.




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8. PROPRIETARY INFORMATION AND DEVELOPMENTS

8.1 The Consultant will not at any time, whether during or
after the termination of this Agreement for any reason, reveal to any person or
entity any of the trade secrets or confidential information concerning the
organization, business or finances of the Company or of any third party which
the Company is under an obligation to keep confidential, except as may be
required in the ordinary course of performing the Consulting Services to the
Company, and the Consultant shall keep secret such trade secrets and
confidential information and shall not use or attempt to use any such secrets or
information in any manner which is designed to injure or cause loss to the
Company. Trade secrets or confidential information shall include, but not be
limited to, the Company's markets, customers, products, patents or other
intellectual property rights, inventions, procedures, methods, know-how,
designs, customers, customer lists, strategies, plans, assets, liabilities,
costs, revenues, profits, organization, employees, agents, distributors,
financial statements and projections, expansion proposals, or business in
general.

8.2 The Consultant hereby expressly acknowledges that any
breach or threatened breach by the Consultant of any of the terms set forth in
Section 8.1 of this Agreement may result in significant and continuing injury to
the Company, the monetary value of which would be impossible to establish, and
any such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.

9. PARTIES BENEFITED; ASSIGNMENTS

9.1 This Agreement shall be binding upon, and inure to the
benefit of, the Consultant, his heirs and his personal representative or
representatives, and upon the Company and its successors and assigns. Neither
this Agreement nor any rights or obligations hereunder may be assigned by the
Consultant.

10. NOTICES

10.1 Any notice required or permitted by this Agreement shall
be in writing, sent by registered or certified mail, return receipt requested,
or by overnight courier, addressed to the Board of Directors and the Company at
its then principal office, or to the Consultant at the address set forth in the
above, as the case may be, or to such other address or addresses as any party
hereto may from time to time specify in writing for the purpose in a notice
given to the other parties in compliance with this Section 10. Notices shall be
deemed given when delivered.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Nevada and each party hereto adjourns to
the jurisdiction of the courts of the Sate of Nevada. 

12. REPRESENTATIONS AND WARRANTIES

12.1 The Consultant represents and warrants to the Company that
(a) the Consultant is under no contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder or other rights of Company hereunder, and (b) the Consultant is under
no physical or mental disability that would hinder the performance of his duties
under this Agreement.




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13. MISCELLANEOUS

13.1 This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. 

13.2 This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof.

13.3 No modification or amendment of this Agreement shall be
valid unless in writing and signed by or on behalf of the parties hereto.

13.4 A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition. 

13.5 This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall, for any reason and to any extent,
be held invalid or unenforceable, such invalidity and unenforceability shall not
affect the remaining provisions hereof and the application of such provisions to
other persons or circumstances, all of which shall be enforced to the greatest
extent permitted by law. 

13.6 The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.

13.7 The Consultant acknowledges and agrees that O'Neill Law
Group PLLC has acted solely as legal counsel for the Company and that the
Consultant has been advised to obtain independent legal advice prior to
execution of this Agreement.

13.8 This Agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

  /s/
LucVanhal                                                 
LUC
VANHAL

CALECO PHARMA CORP. 
by its authorized signatory:

/s/ John
Boschert                                               

JOHN BOSCHERT, CEO