CONSULTING AGREEMENT


 


This agreement dated for reference March
1st, 2012.


 


Between:


 


HARMONIC ENERGY INC., a
company incorporated under the laws of the State of Nevada, USA, having a place of business at 207 Regent Street, London, UK, W1B
3HH.


 


(herein called "HARMONIC")


 


Of the first part


 


And:


 


SEAHORSE INVESTMENTS LTD., a company
incorporated under the laws of the Marshall Islands, have a place of business at the Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro MH96960 Marshall Islands


 


(herein called the "CONSULTANT")


 


Of the second part


 


Whereas:


 


A. HARMONIC wishes to retain the services
of the CONSULTANT to assist in the raising of capital, business development, and for corporate organization and General Consulting
Services and the CONSULTANT has agreed to provide his services upon the terms and conditions herein contained; and


B. The CONSULTANT has agreed to enter
into this Agreement for the


purpose of providing certain covenants.


 


Now therefore this agreement witnesses
that in consideration of the premises and the covenants and agreements herein contained, the parties hereto mutually covenant and
agree as follows:


 


1.Engagement. HARMONIC hereby
engages the CONSULTANT as Business Development Consultant to the company to provide the Services (as hereinafter defined) and the
CONSULTANT accepts such engagement.


2.Services. The CONSULTANT
covenants to provide to HARMONIC during the Term and any renewal thereof services and covenants and agrees as follows:



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(a) to provide expertise, experience
and intellectual property to assist HARMONIC in meeting its planned Objectives.


(b) Subject to the direction
of the CEO of HARMONIC to perform all such acts as are necessary to properly and efficiently carry out the foregoing and any other
functions or duties requested by HARMONIC.


 


(Collectively, the "Services")


 


3.Provisions of Services. The
CONSULTANT covenants and agrees to provide services based upon the terms and conditions herein contained, see Addendum A- Scope
of Services, attached.


 


4.Term. The term of this agreement (the "Term")
shall be for one (1) year and automatically extended for six (6) months commencing on March 15, 2013. During Term HARMONIC and
CONSULTANT willhave the reevaluate agreement based on targets being met.


 


5.Remuneration. The remuneration
to the CONSULTANT by HARMONIC during the Term of this agreement shall be US$15,000 per month payable in cash from HARMONIC. In
addition, the CONSULTANT is entitled to participate in HARMONIC’s Option Plan and when and if Warrants are issued. For successful
capital raise commitments and funding success fees as follows: 10% for the first $300,000; 7.5% from 301,000 to a $1.0M and 5%
from $1.0M and over.


 


6.Expenses. HARMONIC shall
reimburse the CONSULTANT for agreed traveling and other out of pocket expenses actually and properly incurred by them in connection
with their duties hereunder, provided that such expenses are supported by proper statements or vouchers supplied to HARMONIC within
15 days of the date the expense was incurred. All expenses incurred by the Consultant shall be pre-approved by HARMONIC


 


7.Direction. The CONSULTANT
shall report to and be subject to the direction of the CEO of HARMONIC during this contract period.


 


8.No Disclosure. Except as
required in the performance of the Services and duties of the CONSULTANT to HARMONIC, the CONSULTANT shall not at any time during
the Term of this agreement or any renewal thereof, orat any time thereafter, directly, indirectly, or otherwise, use, communicate,
disclose, lecture upon or publish articles concerning confidential, proprietary and trade secret information of HARMONIC without
the prior written consent of HARMONIC.



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9.Currency. All monetary amounts
expressed herein and all payments made hereunder shall be in United States Dollars.


 


10.Notices. Any notice or other
communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered
by hand or faxed as follows:


 


If to HARMONIC:


 


HARMONIC ENERGY INC.


207 Regent Street, London, United Kingdom,
W18 3HH.


 


If to CONSULTANT:


 


SEAHORSE INVESTMENTS LTD.,


Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro


MH96960 Marshall Islands


 


11.Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of London, England.


 


12.No Assignment. This Agreement
is personal to the CONSULTANT and shall not be assigned by him without written permission from HARMONIC.


 


13.Time of Essence. Time is
of the essence of this Agreement and each of its terms.


 


14.Entire Agreement. This Agreement
may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts
shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be executed as of the
date set out in this Agreement, and provided further that this Agreement may be executed and delivered by facsimile or other means
of electronic communication producing a printed copy, and such printed copy shall be binding on the parties as if originally executed.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
previous agreements, negotiations, and discussions between the parties. This Agreement may only be amended or varied by written
agreement executed by all of the parties hereto.



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In witness whereof the parties hereto
have executed this Agreement as of the day first above written.


 



 


For and on behalf of the Consultant




 


/s/ Daniel Lacher


Daniel Lacher


 


 



For and on behalf of the Harmonic


 




/s/ Jamie Mann


Jamie Mann


Chief Executive Officer


HARMONIC ENERGY INC.



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Addendum A - Scope of Services


 


1. Creation of a Due Diligence Binder,
with HARMONIC Management.


2. Analysis of current financial condition
of HARMONIC in addressing the current and potential liabilities in positioning HARMONIC for future Funding.


3. Identify potential Material Facts which
may affect Funding.


4. Reorganization, such corporate activities
to effectively deal with the anticipated growth of HARMONIC including but not limited to developing a mining infrastructure, proper
ban king/credit facilities, internal budgeting and cost controls, administrative procedures, the appointment of new parties to
the Board of Directors and the re-establishment of an advisory committee.


5. Review of All Management Agreements.


6. Review of All Material Contracts and
Agreements, in conjunction with Management for restructuring and Funding.


7. Funding, in relation concurrent with
Due Diligence findings for Equity and debt financing structures.


8. Coordinate suitable funding whether
direct or indirect in meeting HARMONIC's planned objectives.


9. Jesse Klinkhamer shall in his personal
capacity and in his capacity as Director take such steps, do such acts and execute such documents and agreements as may be necessary
to carry out the actions set out and described.


10. The consultant will be involved in
all aspects including business


development, mergers, acquisitions, joint
ventures, Funding with accredited investors, institutions and public markets, strategic partnerships, turn-around, market valuations
and offshore Structuring


11. Stock Market and Exchange Listing
Services.


12. Other: Business Development pertaining
to additional projects and I or a "Value - Add" to an existing or current target or project of interest. Developing or
procuring a project, partnership, or asset "of interest".






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