Infrastructure Materials Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





Exhibit 10.1 

CONSULTING AGREEMENT 

THIS AGREEMENT effective the 1st day of April, 2012.


BETWEEN: 


  
    
      
        INFRASTRUCTURE MATERIALS CORP., a corporation
          formed under the laws of the state of Delaware 

      

    

  



(the "Corporation") 

AND: 


  
    
      
        TEATYN ENTERPRISES INC., a company incorporated
          under the laws of the Province of British Columbia 

      

    

  



(the "Consultant") 

            
WHEREAS

	A. 	
      The Corporation is a public company with its common
      shares listed and posted for trading on the OTCBB (the "U.S. Exchange")
      and the TSX Venture Exchange ( the “Canadian Exchange”), and the
      Consultant is a company in the business of providing investor relations
      services to publicly traded companies;

	 	 
	B. 	
      The Consultant desires to be engaged by the Corporation
      to develop and execute an investor relations program on behalf of the
      Corporation;

	 	 
	C. 	
      The Consultant has represented to the Corporation that it
      has the expertise and experience to develop an investor relations program
      for a public company trading on both the U.S. Exchange and the Canadian
      Exchange; and

	 	 
	D. 	
      The Corporation wishes to engage the Consultant to
      perform certain services as set forth in this agreement (the "Agreement")
      and the Consultant has agreed to perform such services on and subject to
      the terms and conditions contained herein;



             NOW
THEREFORE in consideration of the premises and mutual covenants and
agreements set out in this Agreement, the parties hereto agree as follows: 

1.         
INTERPRETATION 

	1.1 	
      Definitions. In this Agreement, unless there is
      something in the subject matter or context inconsistent therewith, the
      expressions following shall have the meanings indicated below:

	 	 	 
		(a) 	
      “Agreement” means all terms set out within this document
      entered into by the Corporation and Consultant;

	 	 	 
		(b) 	
      "Board" means the board of directors of the
      Corporation;

	 	 	 
		(c) 	
      "Change of Control" means: (i) where a Person or group of
      Persons acting in concert acquires ownership or control from a majority of
      the outstanding voting shares of the Corporation; (ii) the sale, lease,
      license or transfer or of all or substantially all of the Corporation's
      assets to any other Person or Persons; and (iii) the entering into of
    a merger, amalgamation, arrangement or other
      re-organization by the Corporation with another entity which results in
      the majority of the voting shares of the Corporation or the successor
      resulting from such merger, amalgamation, arrangement or other re-
      organization being owned or controlled by a Person or a group of Persons
  acting in concert;







2 

	 	(d) 	
      "Confidential Information" means all information relating
      to the business and affairs of the Corporation and all information
      supplied by a third party to the Corporation in confidence, which, at the
      time is confidential in nature (whether or not specifically identified as
      confidential), is known or should be known by the Consultant as being
      confidential or has been or is from time to time used by, developed by,
      made known to or otherwise learned by, the Consultant through the use of
      any of the Corporation's facilities or resources or in the course of
      performing the Services under this Agreement, and includes: (i) all
      intellectual property, including trade secrets; (ii) all information
      treated as proprietary by the Corporation or its advisors, including but
      not limited to, the Corporation’s legal counsel; and (iii) all
      confidential facts relating to the Corporation. Notwithstanding the
      foregoing, Confidential Information does not include any information that
      at the time has become generally available to the public other than as a
      result of disclosure by the Consultant, was available to the Consultant on
      a non-confidential basis before the date of this Agreement or becomes
      available to the Consultant on a non-confidential basis from a Person
      (other than the Corporation or any of its representatives) who is not, to
      the knowledge of Consultant, otherwise bound by confidentiality
      obligations to the Corporation or otherwise prohibited from transmitting
      the information to the Consultant;

	 	 	 
	 	(e) 	
      "Contract Amount" means the consultancy fees, stock
      option grants to be paid or provided or that may be paid, granted or
      provided to the Consultant as set forth in Section 4;

	 	 	 
	 	(f) 	
      "Person" is to be broadly interpreted and includes an
      individual, a corporation, a partnership, a joint venture, a trust, an
      association, an unincorporated organization, a regulatory body or agency,
      a governmental authority or agency, an executor or administrator or other
      legal or personal representative, or any other juridical entity;
  and

	 	 	 
	 	(g) 	
      "Services" has the meaning as set forth in Section
      3.1.





	1.2 	
      Currency. All references to money in this
      Agreement shall mean the lawful money of Canada.



2.         
TERM 

	2.1 	
      Term. This Agreement is for an initial period of
      one year (the "Term"), unless terminated in accordance with Section
    9.

	 	 
	2.2 	
      Renewal prior to Anniversary. This Agreement may
      be renewed by written notice being provided by the Corporation to the
      Consultant 30 days prior to expiry of the Term or by mutual agreement of
      the parties. Such renewal shall be on such terms as to be agreed upon
      between the parties.



3.         
SERVICES 

	3.1 	
      Performance of Services. The Corporation hereby
      engages the Consultant to develop and execute an investor relations
      program for the Corporation, provide such other services as are
      customarily performed by an investor relations firm to a publicly held
      corporation such as the Corporation and such other similar services as are
      requested of the Consultant by the Corporation from time to time
      (collectively, the "Services"), all as more particularly described in
      Schedule A, attached hereto and forming part of this Agreement. The
      investor relations program will consist of generating interest in the Corporation
      (as a potential investment) within a target audience – the Canadian
      professional investment community - providing updates, and handling follow
      ups on behalf of the Corporation. The program will emphasize increasing
the Corporation's network of contacts within this community.







3 

	3.2 	
      Applicable Laws. The Consultant agrees that all
      Services shall be conducted in accordance with all applicable laws and
      regulation in the United States and Canada and in compliance with the
      policies and procedures of the U.S. Exchange, if any, and the Canadian
      Exchange.

	 	 
	3.3 	
      Place of Work and Hours. Consultant shall perform
      the Services at such place or places as determined by the Consultant which
      may be at the premises of the Consultant or at the offices of the
      Corporation or otherwise. The Consultant shall work such number of hours
      as is reasonably required to perform the Services and shall be free to
      determine the hours of the day in which it will perform the
    Services.

	 	 
	3.4 	
      Conflicts. The Corporation is aware that the
      Consultant does and will continue to provide consulting services to other
      Persons and the Corporation recognizes that such Persons will require a
      certain portion of the Consultant’s time. The Corporation agrees that the
      Consultant may continue to provide services to such other Persons,
      provided that such interests do not conflict with its duties under this
      Agreement. The Consultant shall disclose actual or potential business
      conflicts of interest to the Board. Any uncertainty as to whether such a
      conflict exists shall be raised by the Consultant for determination by the
      Board, acting reasonably.

	 	 
	3.5 	
      Independent Contractor. The Consultant, in
      performing the Services hereunder, shall be an independent contractor and
      shall not be deemed to be an employee, agent or subcontractor of the
      Corporation, notwithstanding that the performance of the Services, or any
      part thereof, may be subject to the direction of the
Corporation.

	 	 
	3.6 	
      Entitlement to Benefits. Consultant agrees that
      the Consultant will not be eligible to participate in any employee benefit
      plans generally available to the professional staff of the Corporation,
      including, without limitation, life insurance, workers’ compensation
      insurance, health care, disability income, dental, savings and pension
      plans.

	 	 
	3.7 	
      No Third Party Agreements. The Consultant shall
      not be entitled nor shall the Consultant purport to bind the Corporation
      or enter into any contracts or agreements with any third parties on behalf
      of the Corporation, whether in the performance of the Services or
      otherwise, unless and only as expressly permitted by this Agreement or as
      otherwise directed in writing by the Corporation.



4.         
COMPENSATION AND EXPENSES 

	4.1 	
      Contract Amount. During the Term, the Corporation
      shall pay to Consultant on the last business day of each month, a monthly
      fee of $5,000.

	 	 
	4.2 	
      Stock Options. Upon entering into this Agreement,
      the Consultant shall be granted 350,000 options to purchase an aggregate
      of 350,000 common shares of the Corporation at an exercise price of $0.10
      per share. The right to exercise such options shall vest evenly at the
      rate of 1/12 per month (29,166 options vesting per month with 29,174
      options vesting in the 12th month). Upon proper exercise of
      such options, Consultant shall receive common shares of the Corporation
      subject to such restrictions on transfer and/or trading or otherwise as
      may be required by applicable legislation, regulation or Canadian Exchange
      policy. The Corporation shall issue to Consultant an option agreement
      covering such options and containing the Corporation’s normal terms and
      conditions related to option grants. In the event that this Agreement is
      terminated prior to the vesting of the options that have been granted, any
      options that have not vested shall remain unvested and shall expire. All
      options that are vested but unexercised shall expire 30 days following the
  expiry or termination of this Agreement.







4 

	4.3 	
      Reimbursable Expenses. The Consultant shall be
      entitled to invoice the Corporation and the Corporation shall reimburse
      the Consultant for travel expenses that have been pre-approved by the
      Corporation. Invoices for expenses chargeable to the Corporation hereunder
      shall be supported by appropriate original
receipts.



5.        
 LIABILITY AND IDEMNITY FOR TAXES 

	5.1 	
      Taxes. The Consultant is exclusively liable for
      and shall pay before delinquency all applicable taxes and assessments
      imposed or levied in respect of the Services, which may include without
      limitation, those related to income tax, employment insurance ("EI"),
      Canada Pension Plan ("CPP"), Workers’ Compensation Board ("WCB") payments,
      GST or other amounts prescribed by law.

	 	 
	5.2 	
      Indemnity. In the event Canada Revenue Agency or
      any other governmental or statutory authority, for whatever reason, seeks
      from the Corporation or a director of the Corporation, income tax, GST,
      CPP, EI, WCB (including any fines, penalties or interest) ("Assessments")
      on the Contract Amount or any portion thereof or as a result of the
      Consultant rendering Services to the Corporation, the Consultant agrees to
      indemnify the Corporation and its directors, the amount of any such
      Assessments, plus any legal fees or amount incurred by the Corporation on
      account of such Assessments within 30 days of the Corporation providing
      notice to the Consultant of such Assessments along with all related
      correspondence and notification provided by the Canada Revenue Agency or
      other governmental or statutory authority.

	 	 
	5.3 	
      Withholdings. To the extent that the Corporation
      is required by any laws, rules, regulations or orders of any government of
      governmental authority to withhold any sum, the Corporation shall be
      entitled to do so and shall thereafter provide the Consultant with
      appropriate notifications and a statement requiring payment to be made to
      the Corporation of such sums.



6.          CONFIDENTIAL
INFORMATION 

	6.1 	
      Obligation of Confidentiality. The Consultant
      shall, and shall cause its officers, directors, consultants and employees
      to, keep and use all Confidential Information in confidence and will not,
      without the Corporation's prior consent, disclose any Confidential
      Information to any person or entity. Consultant shall not use, and shall
      cause its officers, directors, consultants and employees to not use,
      either directly or indirectly, any Confidential Information for any
      purpose other than the performance of the Services. The Consultant
      acknowledges and agrees that the Corporation retains all right, title and
      interest in and to all Confidential Information. Consultant shall not
      involve third parties in the performance of services hereunder without the
      prior consent of the Corporation and a written undertaking of such third
      party to maintain confidentiality.

	 	 
	6.2 	
      Acknowledgment of Confidentiality. The Consultant
      acknowledges and confirms that all communications and information relating
      to the Services received by the Consultant from the Corporation prior to
      the date of this Agreement shall be deemed to be Confidential Information
      under this Agreement and shall be deemed to have been received under an
      obligation of confidentiality from the time of its receipt on the terms as
      set out in this Agreement.

	 	 
	6.3 	
      Return of Materials. Upon termination of this
      Agreement, the Consultant shall forthwith deliver or cause to be delivered
      to the Corporation any and all Confidential Information in the possession
      of the Consultant or its officers, directors, consultants and employees,
      including all books, records, documents or copies thereof, including
      electronic copies, effects, securities or other property belonging to the
      Corporation which are in the possession, charge, control or custody
    of the Consultant its officers, directors, consultants and
      employees. This also includes shareholder/investor lists of the
      Corporation with related contact information generated during the course
  of the Term of the Agreement.







5 

	6.4 	
      Copyright. The Consultant acknowledges and agrees
      that the Corporation shall own, and agrees on request by the Corporation
      to execute any reasonable document and do any reasonable act reasonably
      necessary to assign to the Corporation any interest the Consultant might
      otherwise have in, any and all inventions, improvements and ideas (whether
      or not patentable) which the Consultant may make or conceive during the
      period of its relationship with the Corporation and which relate to the
      Services. Any such invention, improvement, or idea shall be the exclusive
      property of the Corporation and its successors and assigns. The Consultant
      also affirms that if any such invention, improvement, or idea shall be
      deemed confidential by the Corporation, the Consultant shall not disclose
      any such invention, improvement, or idea without prior written
      authorization from the Corporation. The Consultant hereby waives any moral
      rights to any inventions, improvements, or ideas.



7.         
REPRESENTATIONS AND WARRANTIES 

	7.1 	
      The Corporation’s Representation and Warranty. The
      Corporation hereby represents and warrants to Consultant that the
      Corporation is a corporation duly organized, existing, and in good
      standing under the laws of the State of Delaware and has the power,
      authority, and capacity to enter into this Agreement and to carry out the
      transactions contemplated by this Agreement, all of which have been duly
      and validly authorized by all requisite corporate proceedings.

	 	 	 
	7.2 	
      Consultant's Representations and Warranties. The
      Consultant represents and warrants to the Corporation that:

	 	 	 
		(a) 	
      it shall observe and comply with all applicable rules and
      policies of the U.S. Exchange and the Canadian Exchange and all applicable
      laws, codes and regulations of government agencies in the United States
      and Canada and any country having jurisdiction over services performed by
      Consultant, including Federal, Provincial, Municipal and local governing
      bodies having jurisdiction over the Services or any part thereof and that
      Consultant has the power, authority, and capacity to enter into this
      Agreement and to carry out the transactions contemplated by this
      Agreement;

	 	 	 
		(b) 	
      it has the competency, skill and expertise to perform the
      Services and that it shall utilize professional skill, diligence and care
      to ensure that all Services are completed to the satisfaction of the
      Corporation. In carrying out the Services, the Consultant shall comply
      with all lawful and reasonable instructions as may be given by the
      Corporation from time to time;

	 	 	 
		(c) 	
      it has, or its personnel have, such licenses as may be
      necessary or appropriate to perform the Services contemplated in this
      Agreement and in the jurisdictions where Consultant shall perform the
      Services contemplated in this Agreement; and

	 	 	 
		(d) 	
      it shall contact only appropriate Persons on behalf of
      the Corporation who are investment professionals or otherwise
      sophisticated investors.



8.         
INDEMNITY 

	8.1 	
      By Consultant. The Consultant shall indemnify and
      save harmless the Corporation and its respective directors, officers,
      employees and consultants from and against any and all actions and manner
      of actions, cause and causes of actions, complaints, suits, debts, sums of
      money, expenses, damages, costs, claims and demands of any kind and nature
      whatsoever, which the Corporation or its respective directors, officers,
      employees or consultants may suffer or incur as
a result of the misconduct, the breach of any
      representation made by the Consultant in this Agreement or the negligence
      of the Consultant or otherwise arising out of a breach of the Agreement by
  the Consultant.







6 

	8.2 	
      By the Corporation. The Corporation shall
      indemnify and save harmless the Consultant and its respective directors,
      officers and employees, from and against any and all actions and manner of
      actions, cause and causes of actions, complaints, suits, debts, sums of
      money, expenses, damages, costs, claims and demands of any kind and nature
      whatsoever, which the Consultant or its respective directors, officers and
      employees may suffer or incur as a result of the misconduct, the breach of
      any representation made by the Corporation in this Agreement or negligence
      of the Corporation or otherwise arising out of a breach of the Agreement
      by the Corporation.



9.         
TERMINATION 

	9.1 	
      Consultant's Default. This Agreement may be
      terminated by the Corporation in the event of a Consultant’s Default at
      any time by delivering written notice to that effect to the Consultant. In
      such event, the Consultant shall immediately cease rendering Services
      under this Agreement upon receipt of such notice. For purposes of this
      Agreement "Consultant’s Default" shall mean:

	 	 	 
		(a) 	
      the failure by the Consultant to substantially perform
      its obligations according to the terms hereof after the Corporation has
      given the Consultant reasonable notice of such failure in writing and a
      reasonable opportunity to correct, or cause to be corrected, such
      failure;

	 	 	 
		(b) 	
      the involvement or participation by the Consultant or any
      of its directors, officers, consultants or employees in any wrongful act
      which is materially injurious to the Corporation, financially or
      otherwise;

	 	 	 
		(c) 	
      conviction of or plea to by the Consultant or any of its
      directors, officers or employees of a criminal offence involving
      dishonesty or fraud or which is likely to injure the Corporation’s
      business or reputation;

	 	 	 
		(d) 	
      intentional misappropriation by the Consultant or any of
      its directors, officers or employees of any of the Corporation's property
      or assets of a material nature;

	 	 	 
		(e) 	
      any information, reports, documents or certificates being
      intentionally furnished by the Consultant to the Board or any committee
      thereof which are intentionally false or misleading either because they
      include or fail to include material facts; or

	 	 	 
		(f) 	
      any conduct by the Consultant that would constitute a
      material default of the Consultant's obligations under common law or
      applicable securities regulations.

	 	 	 
	9.2 	
      Termination without Consultant’s Default. The
      Corporation may for any reason terminate this Agreement at any time and
      for any reason upon providing to the Consultant 30 days written notice of
      such termination. The Corporation shall be entitled, but not required, to
      make payment to the Consultant in lieu of such required notice based on
      the Contract Amount.

	 	 	 
	9.3 	
      Corporation’s Default. This Agreement shall
      immediately terminate, at the option of the Consultant, by giving written
      notice to the Corporation, upon a Corporation’s Default. For purposes of
      this Agreement, "Corporation’s Default" shall mean:

	 	 	 
		(a) 	
      the Services or the Contract Amount are reduced in any
      material manner unless otherwise agreed to by the
  Consultant;







7 

	 	(b) 	
      any other conduct that would constitute a material
      default of the Corporation's obligations under common law; or

	 	 	 
	 	(c) 	
      there is a Change of Control of the
  Corporation.




	9.4 	
      Termination without Corporation's Default. The
      Consultant may for any reason terminate this Agreement at any time upon
      providing to the Corporation 30 days written notice of such
      termination.

	 	 
	9.5 	
      Liquidation or Bankruptcy. This Agreement shall
      terminate immediately upon either party passing a resolution for the
      winding-up or liquidation of such party or instituting proceedings to be
      adjudicated bankrupt or making an assignment for the benefit of creditors,
      or upon a receiver or trustee in bankruptcy being appointed for either
      party, or upon any proceeding in bankruptcy, receivership, or liquidation
      being instituted against a party and continuing for 30 days without being
      dismissed, or upon a party otherwise ceasing to exist; provided that any
      right of termination set out above shall be in addition to all other
      rights and remedies available to the parties, if any, for default or
      wrong-doing by each other.

	 	 
	9.6 	
      Payment upon Termination. If this Agreement is
      terminated pursuant to this Section 9, the Corporation shall pay
      Consultant for all Services performed by Consultant prior to the effective
      date of such termination. In the event that amounts have been paid in
      excess of the amount owing, Consultant shall refund to the Corporation
      amounts it has received from the Corporation in excess of those owing
      hereunder.

	 	 
	9.7 	
      Suspension of Obligations. If either party should
      default in the performance or observance of any of its obligations under
      this Agreement and fail to remedy such default within 30 days after
      receiving notice of the default from the non-defaulting party, the
      non-defaulting party may suspend performance and observance of its
      obligations under this Agreement, other than those under Sections 6, 7,
      and 8, without liability, until the other party's default is
    remedied.







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	10. 	
      GENERAL




	10.1 	
      Condition Precedent. This Agreement is subject to
      the prior review and acceptance by the Canadian Exchange. No payments will
      be made pursuant to this Agreement, and no Services provided, unless and
      until such approval has been obtained.

	 	 
	10.2 	
      Amendment. This Agreement may not be amended or
      modified except by written agreement signed by both parties. Schedule A is
      attached to this Agreement and forms an integral part hereof.

	 	 
	10.3 	
      Assignment. Neither party will assign, transfer,
      mortgage, charge or otherwise dispose of any or all of the rights, duties
      or obligations granted to it under this Agreement without the prior
      written consent of the other party, which consent shall not be
      unreasonably withheld.

	 	 
	10.4 	
      Entire Agreement. This Agreement and all Schedules
      attached hereto comprise the entire agreement between the parties with
      respect to the Services and supersede all previous representations,
      warranties, dealings, agreements, understandings and expectations of the
      parties regarding the subject matter hereof, and there are no other
      representations, warranties, understandings, conditions, agreements, or
      expectations except as set out in this Agreement.

	 	 
	10.5 	
      Enurement. Subject to the limitations hereinbefore
      expressed, this Agreement shall enure to the benefit of and be binding
      upon the parties and their respective successors and permitted
    assigns.

	 	 
	10.6 	
      Force Majeure. Neither party shall be deemed to be
      in default for any delay or failure to perform its obligations under this
      Agreement resulting from acts of God, the elements, strikes, shortage of
      parts, labour or transportation or any other causes beyond the reasonable
      control of such party.

	 	 
	10.7 	
      Governing Law. This Agreement shall be governed by
      and construed in accordance with the laws of the Province of Alberta
      without regard to its conflict of law rules. All parties agree that by
      executing this Agreement they have attorned to the jurisdiction of the
      Province of Alberta.

	 	 
	10.8 	
      Further Documentation. Each party hereto will
      promptly and duly execute and deliver to the other party such further
      documents and assurances and take such further action as such other party
      may from time to time reasonably request in order to more effectively
      carry out the intent and purpose of this Agreement and to establish and
      protect the rights and remedies created or intended to be created
      hereby.

	 	 
	10.9 	
      Independent Contractor. Nothing contained herein
      shall be deemed or construed to create between the parties hereto a
      partnership, employment relationship, or joint venture. No party shall
      have the authority to act on behalf of any other party, or to commit any
      other party in any manner or cause whatsoever or to use any other party's
      name in any way not specifically authorized by this Agreement. No party
      shall be liable for any act, omission, representation, obligation or debt
      of any other party, even if informed of such act, omission,
      representation, obligation or debt.

	 	 
	10.10 	
      Independent Legal Advice. The parties hereto each
      acknowledge that they have not relied upon the other party to this
      Agreement for advice, whether legal or otherwise, in connection with this
      Agreement and the parties hereto further acknowledge that they have each
      been advised to seek independent legal advice with respect to
  same.

	 	 
	10.11 	
      Injunctive Relief. Consultant agrees that the
      Corporation may be irreparably damaged if any provision of this Agreement
      is not performed by Consultant in accordance with its terms. Accordingly,
      the Corporation shall be entitled to apply for an injunction or
      injunctions to prevent breaches of any of the provisions of this Agreement
      and may specifically enforce such provisions by an action instituted in a
      court having jurisdiction. These specific remedies are in addition to any
      other remedy to which the Corporation may be entitled at law or in
      equity.







9 

	10.12 	
      Notice. All payments, reports and notices or other
      documents that any of the parties hereto are required or may desire to
      deliver to any other party hereto may be delivered only by personal
      delivery or by registered or certified mail, all postage and other charges
      prepaid, if to the Consultant at #105, 18408 64 Ave., Surrey BC V3S 1E9,
      and if to the Corporation to the Corporation’s offices at Suite 207B, 1135
      Terminal Way, Reno, Nevada USA 89502, or at such other address as any
      party may hereinafter designate in writing to the others. Any notice
      personally delivered shall be deemed to have been given or received at the
      time of delivery.

	 	 
	10.13 	
      No Waiver. No condoning, excusing or overlooking
      by any party of any default, breach or non- observance, by any other party
      at any time or times in respect of any covenants, provisos, or conditions
      of this Agreement shall operate as a waiver of such party's rights under
      this Agreement in respect of any continuing or subsequent default, breach
      or non-observance, so as to defeat in any way the rights of such party in
      respect of any such continuing or subsequent default or breach and no
      waiver shall be inferred from or implied by anything done or omitted by
      such party, save only an express waiver in writing.

	 	 
	10.14 	
      Remedies. No exercise of a specific right or
      remedy by any party precludes it from or prejudices it in exercising
      another right or pursuing another remedy or maintaining an action to which
      it may otherwise be entitled either at law or in equity.

	 	 
	10.15 	
      Severability. In the event that any part, section,
      clause, paragraph or subparagraph of this Agreement shall be held to be
      indefinite, invalid, illegal or otherwise voidable or unenforceable, the
      entire agreement shall not fail on account thereof, and the balance of
      this Agreement shall continue in full force and effect.

	 	 
	10.16 	
      Survival. The terms and provisions, covenants and
      conditions contained in Sections 6, 7, 8, 9 and 10 shall remain in force,
      survive indefinitely and be binding upon the parties, their successors and
      their permitted assigns notwithstanding any expiration or other
      termination of this Agreement for any reason whatsoever.

	 	 
	10.17 	
      Wording. Whenever the singular or masculine or
      neuter is used throughout this Agreement the same shall be construed as
      meaning the plural or feminine or body corporate when the context or the
      parties hereto may require.



IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first set out above. 

	 	  	 	TEATYN ENTERPRISES INC. 
	INFRASTRUCTURE MATERIALS CORP. 	 	 	  
	Per: 		 	Per: 	
	 	Name: Todd D. Montgomery 	 	 	Name: Steve McGuire 
	 	Title: Chief Executive Officer 	 	 	Title: President 







Schedule "A" 

All capitalized terms used throughout this Schedule A shall
have the meaning ascribed thereto in the consulting agreement between
Infrastructure Materials Corp. (the "Corporation") and Teatyn Enterprises Inc.
(the "Consultant") dated April 1, 2012 (the "Agreement"). 

SCOPE OF SERVICES 

	 	(i) 	
      Develop a target group within the professional investment
      community to increase the following of, and involvement in, the
      Corporation’s stock. One of the goals of this program is to increase the
      distribution of the Corporation’s shares to new investors and investment
      managers. The target audience will include retail and institutional
      brokers, analysts, small cap fund managers, small independent brokerage
      firms and editors of investment advisory services and
  newsletters.

	 	 	 
	 	(ii) 	
      Disseminate to the brokerage community, analysts, and
      small cap fund managers, Corporation-approved information including
      information sheets, analysis, and corporate profiles and reports that
      concern the Corporation. The intent of information distribution is
      regarded as updating and introducing interested parties to the
      Corporation’s corporate developments and future plans so as to increase
      awareness of the Corporation and create participation in the trading of
      the Corporation’s shares.

	 	 	 
	 	(iii) 	
      Undertake an ongoing communications strategy aimed at
      existing shareholders to encourage maintaining and increasing their share
      position in the Corporation.

	 	 	 
	 	(iv) 	
      Assist in writing Corporation-approved information
      materials such as information updates and information (fact)
  sheets.

	 	 	 
	 	(v) 	
      Organize investment community meetings that provide
      management of the Corporation with an opportunity to present its story to
      qualified investors.

	 	 	 
	 	(vi) 	
      Handle all investor inquiries and provide a detailed
      reporting of questions and responses.

	 	 	 
	 	(vii) 	
      The Consultant shall have the authority to perform its
      duties as an independent contractor to the Corporation. Nothing in this
      agreement will be interpreted with the purposes of constituting the
      Consultant or its staff as an associate or employee of the Corporation,
      being understood that the Consultant is and will be an independent
      contractor and responsible for its own actions and the Consultant will not
      be able to allege the contrary. The Consultant shall have no power to
      contractually bind or to execute agreements or any documents on behalf of
      the Corporation. The Consultant is not an agent of the
  Corporation.

	 	 	 
	 	(viii) 	
      The Consultant must perform its duties in a lawful manner
      in compliance with all applicable laws in any jurisdiction in which the
      Consultant performs its duties and the policies and procedures for
      investor relations, promotional and market making activities as detailed
      in the TSX Venture Exchange Corporate Finance Manual and United States
      Securities and Exchange Commission Regulations.

	 	 	 
	 	(ix) 	
      In its performance of services for the Corporation, the
      Consultant is subject to the power, direction and control of the Chief
      Executive Officer of the Corporation and its Board of Directors.

	 	 	 
	 	(x) 	
      The Consultant hereby undertakes to file with the
      Canadian Exchange copies of any materials prepared in conjunction with
      this Agreement that are intended to be externally
  distributed.