Greelite Ventures inc.: Exhibit 10.1 - Filed by newsfilecorp.com






EXECUTIVE SERVICES AGREEMENT 

THIS AGREEMENT is dated for reference of the
4th day of April 2012 (the “Effective Date”). 

AMONG: 


  
    
      
        GREENLITE VENTURES INC., a Nevada corporation
          having its head office at Suite 201, 810 Peace Portal Drive, Blaine
          WA 98230 

        (the "Company") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        BLUEWATER ADVISORY GROUP, LLC, a
          California, limited liability company having its head office at #2 Skyline
          Circle, Santa Barbara, CA 93109 

        ("BlueWater") 

      

    

  



     OF THE SECOND PART 

AND: 


  
    
      
        BRYAN G. CRANE, an individual
          having an address at #2 Skyline Circle, Santa Barbara, CA 93109 

        (the “Executive") 

      

    

  



OF THE THIRD PART 

WHEREAS: 

A.          The Company
desires to retain BlueWater to provide the services of the Executive to act as
Vice President and as a director of the Company. 

B.          The
Executive has agreed to act as Vice President and as a director of the Company
and to provide his services to the Company 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.         
ENGAGEMENT AS AN EXECUTIVE 

1.1        The Company
hereby engages BlueWater to provide the services of the Executive (as defined in
Section 3) in accordance with the terms and conditions of this Agreement, and
BlueWater hereby accepts such engagement, and the Executive hereby agrees to
provide his services to the Company, as a principal of BlueWater, in order to
enable BlueWater to provide the Executive Services in accordance with the terms
and conditions of this Agreement. 




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1.2        BlueWater shall
not provide the services of any other persons in substitution of the Executive
and his services. 

2.         
TERM OF THIS AGREEMENT 

2.1        The Agreement
shall become effective and begin as of the Effective Date, and shall continue
until terminated in accordance with the terms of this Agreement (the “Term”).


3.         
EXECUTIVE SERVICES 

3.1        The Executive
agrees to act as Vice President and as a director and to perform such other
duties and observe such instructions as may be reasonably assigned from time to
time by or on behalf of the Board of Directors of the Company, provided such
duties are within the scope of the Company’s business (the “Executive
Services”).

3.2        Notwithstanding
Section 3.1, nothing in this Agreement shall limit The Executive’s ability to
continue to provide, through BlueWater, consulting services to third party
clients that are not in competition with the Company, so long as such services
do not interfere with the Executive’s ability to provide the Executive Services
under this Agreement.

3.3        BlueWater and the
Executive will at all times be an independent contractor and BlueWater and the
Executive will not be deemed to be an employee of the Company. BlueWater will be
responsible for all taxes or deductions as required to be remitted in
BlueWater’s country of domicile.

4.         
EXECUTIVE REMUNERATION 

4.1        The Company shall
pay BlueWater a fee in consideration of the provision of the Executive Services
of US $2,000 per month (the “Fee"). 

4.2        The Fee shall be
payable by the Company to BlueWater on the first business day of each month
during the term of the Agreement. 

4.3        The Company may
cease payment of the Fee to BlueWater if the Executive fails to provide the
Executive Services to the Company. 

4.4        The Company shall
issue to BlueWater 500,000 shares of the Company’s common stock. 

4.5        The Company shall
grant the Executive an incentive option under the Company’s 2012 Stock Option
Plan to purchase 400,000 shares of the Company’s common stock at a price of
$0.10 per share for a period of two years from the date of grant of the
option.

4.6        BlueWater and the
Executive represent that they are both “accredited investors” as that term is
defined in Rule 501 of Regulation D promulgated under the United States
Securities Act of 1933. 

4.7        BlueWater and the
Executive acknowledge that the shares to be issued under this Agreement and any
shares issued on exercise of options will be restricted securities and will bear
the following restrictive legend: 




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      THE SECURITIES REPRESENTED BY THIS CERTIFICATE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE
        BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
        RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT
        TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT AND ANY APPLICABLE STATE SECURITIES LAWS." 

    

  



5.        
 REIMBURSEMENT OF EXPENSES 

5.1        Upon submission
of proper receipts in accordance with the Company's expense reimbursement
policies and procedures as may exist from time to time, the Company will
reimburse BlueWater or the Executive for all normal and reasonable travel, and
other expenses incurred by BlueWater and the Executive during the Term in
performance of the Executive Services. 

6.              
TERMINATION 

6.1        The Company may
terminate this Agreement:

	 	(a) 	
      at any time upon thirty (30) days written notice;
    or

	 	 	 	 
	 	(b) 	
      without notice upon the occurrence of any of the
      following events of default (each an “Event of Default”):

	 	 	 	 
	 		(i) 	
      BlueWater’s or the Executive’s commission of an act of
      fraud, theft or embezzlement or other similar willful
misconduct;

	 	 	 	 
	 		(ii) 	
      the neglect or breach by BlueWater or the Executive of
      material obligations or agreements under this Agreement;

	 	 	 	 
	 		(iii) 	
      BlueWater’s or the Executive’s refusal to follow lawful
      directives of the Board of Directors of the Company; or

	 	 	 	 
	 		(iv) 	
      BlueWater or the Executive being unwilling or unable to
      perform the services to be performed under the terms of this
    Agreement.



6.2        BlueWater or the
Executive may terminate this Agreement at any time following the first six (6)
months of this agreement upon thirty (30) days written notice. 

7.         
PARTIES BENEFITED; ASSIGNMENTS 

7.1        This Agreement
shall be binding upon, and inure to the benefit of, BlueWater and the Executive,
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 BlueWater or the Executive without the
express written consent of the Company. 




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8         
NOTICES 

8.1        Any notice
required or permitted to be given under this Agreement shall be in writing and
may be delivered personally or by telex or telecopier, or by prepaid registered
post addressed to the parties at the above-mentioned addresses or at such other
address of which notice may be given by either of such parties. Any notice shall
be deemed to have been received, if personally delivered or by telex or
telecopier, on the date of delivery and, if mailed as aforesaid, then on the
seventh business day after and excluding the day of mailing. 

9.         
GOVERNING LAW 

9.1        This Agreement
shall be governed by and construed in accordance with the laws of the Province
of British Columbia and the federal laws of Canada applicable therein.

10.       
REPRESENTATIONS AND WARRANTIES 

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


11.       
MISCELLANEOUS 

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

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

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

11.4      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.

11.5      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.

11.6      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. 

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




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IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as 4th day of April 2012. 

GREENLITE VENTURES INC. 
by its authorized signatory:


 

	/s/ Howard
      Thomson 	 
	HOWARD THOMSON, 	 
	Chief Executive Officer and President 	 
	  	 
	  	 
	BLUEWATER ADVISORY GROUP, LLC 	 
	by its authorized signatory: 	 
	  	 
	  	 
	  	 
	/s/ Bryan G.
      Crane 	 
	Bryan G. Crane 	 
	  	 
	  	 
	  	 
	  	 
	/s/ Bryan G.
      Crane 	 
	BRYAN G. CRANE