Greenlite Ventures, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT


This AGREEMENT (the "Agreement"), is made and entered
into as of this 6th day of March, 2012, by and between Mirador Consulting LLC, a
Missouri Limited Liability Company, (the "Consultant"), having an address of
7300 N. Federal Highway, Suite 207, Boca Raton, Florida 33487-1631 and Greenlite
Ventures Inc. a Nevada Corporation, having an address of 810 Peace Portal Drive,
Suite 201, Blaine, Washington 98230 (the "Company") (together the "Parties").


WHEREAS, Consultant is in the business of providing
services for management consulting, business advisory, shareholder information
and public relations, and arranging financing for client companies ; 

WHEREAS, the Company deems it to be in its best interest
to retain Consultant to render to the Company such services as may be needed;
and 

WHEREAS, the Parties desire to set forth the terms and
conditions under which Consultant shall provide services to the Company; 

NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, and other good and valid consideration, the
receipt of which is hereby acknowledged, the Parties hereto hereby agree as
follows: . 

1. Term of Agreement 

The Agreement shall remain in effect from the date hereof
through the expiration of a period of six months from the date hereof (the
"Initial Term"), and thereafter may be renewed in six month increments upon the
mutual written consent of the Parties (the Initial Term and any subsequent term
hereinafter collectively referred to as the “Term”).

2. Nature of Services to be Rendered 

During the Term hereof, and any renewal, Consultant shall (a)
provide the Company with corporate consulting services on a best efforts basis
in connection with mergers and acquisitions, corporate finance, corporate
finance relations, introductions to other financial relations companies and
other financial services; (b) use its best efforts to locate and identify to the
Company private and/or public companies for potential merger with or acquisition
by the Company; (c) contact the Company's existing stockholders, responding in a
professional manner to their questions and following up as appropriate; and (d)
use its best efforts to introduce the Company to various securities dealers,
investment advisors, analysts, funding sources, and other members of the
financial community with whom it has established relationships, and generally
assist the Company in its efforts to enhance its visibility in the financial
community. It is acknowledged and agreed by the Company that Consultant carries
no professional licenses, and is not rendering legal advice or performing
accounting services, nor acting as an investment advisor or brokerage/dealer
within the meaning of applicable state and federal securities laws. The services
of Consultant shall not be exclusive nor shall Consultant be required to render
any specific number of hours or assign specific personnel to the Company or its
projects.

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3. Non-Disclosure of Information and Non-Circumvention


Except as otherwise set forth in Paragraph 5 hereof, each of
the Parties, on behalf of itself and its partners (if applicable), members,
agents, affiliates, representatives, successors and assigns (collectively, for
purposes of this paragraph 3, the "Undersigned") hereby acknowledges: 

Any and all information pertaining to the other signatory
hereto and/or its subsidiaries and/or affiliates (collectively, the "Disclosing
Party"), and the Disclosing Party’s operations, assets (including intangible
assets such as intellectual property, etc.), financial condition and/or
financial prospects, including but not limited to any background material and
information, any financial statements and financial projections (including
footnotes and assumptions related thereto), information related to existing or
contemplated product lines, product formulas, patents, patent applications,
licenses, sublicenses, and any technical data or studies related thereto,
designs, trade dress, know-how, investors, lists of distributors, volumes of
case sales and the like, which were supplied to the Undersigned or which shall
hereafter be supplied to the Undersigned, is confidential information (the
“Confidential Information”) and the property of the Disclosing Party. 

Such Confidential Information, whether written or oral, has
been supplied to the Undersigned in the strictest confidence. Accordingly, the
undersigned covenants and agrees that it will not, without prior written consent
of the Disclosing Party, either during the term of its business relationship
with the Disclosing Party or after termination of such relationship, make use of
(including, without limitation, by way of entering into or engaging in, directly
or indirectly, through legal or beneficial ownership in an entity or management
control thereof, any activity utilizing or associated with the assets of the
Disclosing Party or the Confidential Information, except pursuant to a
transaction to which the Disclosing Party is a party) or disclose such
Confidential Information for any purpose, other than to render its services to
the Disclosing Party or otherwise for the benefit of the Disclosing Party,
unless such information is (i) in or becomes part of the public domain through
no fault of the Undersigned, (ii) without the commission of any illegal act on
behalf of the Undersigned, previously known to the Undersigned, provided that
the source of the information was not bound by a confidentiality or similar
agreement with respect to such information, or (iii) required to be disclosed by
judicial process. 

4. Compensation 

In exchange for the services to be rendered hereunder pursuant
to paragraph 2 hereof by the Consultant to the Company: 

A. The Consultant shall purchase and the Company shall cause to
be issued to the Consultant 250,000 shares of the Company's' common stock
(symbol: GLTV) (the “Stock”) which shall bear a restrictive legend. The
Consultant has executed an Investment Representation Letter which is attached
hereto and made a part hereof by reference.

B. The Consultant shall act as a finder for the Company and,
subject to the terms and conditions set forth herein, anticipates that it may,
if it deems it appropriate and feasible: (1) familiarize itself with the
business, operations, management, properties, financial condition, and the
prospects of the Company; (2) present to the Company any entity or person who
may be interested in participating in the financing either as a broker-dealer or
principal; and (3) upon request from the Company, attempt to
arrange for the introduction of the Company to the prospective broker or
principal. 

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Except for performing the services described above, the parties
understand and agree that the Consultant shall not participate in a financing or
in any way participate in the negotiation or closing of any financing, or
respond to any inquiries concerning the financing, or give any advice in
connection with the financing. The Consultant does not act as a placement agent
relating to the placement of any public or private offering of securities
considered or consummated in connection with any Financing. 

5. Representations and Warranties of the Consultant 

In order to induce the Company to enter into this Agreement,
the Consultant hereby makes the following unconditional representations and
warranties: 

A. The Consultant has not taken and will not take any action
that will cause it to become required to make any filings with or to register in
any capacity with the Securities and Exchange Commission (the "SEC"), FINRA, the
securities commissioner or department of any state, or any other regulatory or
governmental body or agency. 

B. Neither the Consultant nor any of its principals is subject
to any sanction or restriction imposed by the SEC, FINRA, any state securities
commission or department, or any other regulatory or governmental body or
agency, which would prohibit, limit or curtail the Consultant's execution of
this Agreement or the performance of its obligation hereunder. 

C. Consultant's receipt of shares pursuant to this Agreement is
an investment made for its own account. The Consultant is permitted to provide
consulting services to any corporation or entity engaged in a business identical
or similar to the Company's. 

6. Duties of the Company 

A. The Company will supply Consultant, on a regular and timely
basis, with all approved data and information about the Company, its management,
its products, and its operations as reasonably requested by Consultant and which
the Company can obtain with reasonable effort; and Company shall be responsible
for advising Consultant of any material facts which would affect the accuracy of
any prior data and information previously supplied to Consultant so that the
Consultant may take corrective action. 

B. Upon the Consultant having met the requirements for resale
of the Company’s stock pursuant to Rule 144 (hereinafter defined), the
Consultant's counsel shall provide an opinion letter to the Transfer Agent for
the Company's Restricted Stock addressing the permissible resale of the
Restricted Stock (pursuant to Rule 144 of the Securities Act of 1933, as amended
(the "1933 Act")) transferred to the Consultant under this Agreement. The
Company agrees to instruct the Transfer Agent for the Company to issue
free-trading shares immediately upon receipt of the opinion. 

7. Representations and Warranties of the Company 

In order to induce the Consultant to enter into this Agreement,
the Company hereby makes the following unconditional representations and
warranties: 

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A. Company is not subject to any restriction imposed by the SEC
or by operation of the 1933 Act or the Securities Exchange Act of 1934, as
amended (the “1934 Act”). The Company has not been sanctioned by the SEC, FINRA,
or any state securities commissioner or department in connection with any
issuance of its securities. All payments required to be made on time and in
accordance with the payment terms and conditions set forth herein.

B. Company acknowledges that the Consultant does not guarantee
its ability to cause any contract or merger or acquisition with any corporate
candidate. 

8. Compliance with Securities Laws 

A. The Parties acknowledge and agree that the Company is
subject to the requirements of the 1934 Act, and that the 1933 Act, the 1934
Act, the rules and regulations promulgated there-under and the various state
securities laws (collectively, "Securities Laws") impose significant burdens and
limitations on the dissemination of certain information about the Company by the
Company and by persons acting for or on behalf of the Company.

Each of the Parties agrees to comply with all applicable
Securities Laws in carrying out its obligations under the Agreement; and without
limiting the generality of the foregoing, the Company hereby agrees (i) all
information about the Company provided to the Consultant by the Company, which
the Company expressly agrees may be disseminated to the public by the Consultant
in providing any public relations or other services pursuant to the Agreement,
shall not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made, in light of the
circumstances in which they were made, not misleading, (ii) the Company shall
promptly notify the Consultant if it becomes aware that it has publicly made any
untrue statement of a material fact regarding the Company or has omitted to
state any material fact necessary to make the public statements made by the
Company, in light of the circumstances in which they were made, not misleading,
and (iii) the Company shall promptly notify the Consultant of any "quiet period"
or "blackout period" or other similar period during which public statements by
or on behalf of the Company are restricted by any Securities Law.

B. Each Party (an "indemnifying party") hereby agrees, to the
full extent permitted by applicable law, to indemnify and hold harmless the
other Party (the "indemnified party") for any damages caused to the indemnified
party by the indemnifying party's breach or violation of any Securities Law,
except to the extent that the indemnifying party's breach or violation of a
Securities Law is caused by the indemnified party's breach or violation of the
Agreement, or any Securities Law. 

9. Expense Reimbursement 

Consultant shall be entitled to receive cash reimbursement, and
the Company shall provide cash reimbursement, of all reasonable and necessary
cash expenses paid by the Consultant on behalf of the Company in performance of
its own duties hereunder. Such expenses shall include, without limitation,
reasonable expenses for communications, deliveries and travel. In no event,
however, shall the Consultant incur on behalf of the Company any expense without the prior written consent of the
Company. In addition, Consultant shall provide to the Company reasonable
supporting documentation with any request for expense reimbursement.

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10. Indemnification of Consultant by the Company 

In the event the Consultant is subject to any action, claim or
proceeding resulting from the Company's gross negligence or intentional breach
of its representations, warranties or agreements made hereunder, Company agrees
to indemnify and hold harmless the Consultant from any such action, claim or
proceeding. Such indemnification shall include all fees and costs including
reasonable attorney fees which the Consultant may incur. Consultant shall have
the right to designate its own counsel for representation arising out of any
indemnification. 

11. Indemnification of the Company by the Consultant


In the event the Company is subject to any action, claim or
proceeding resulting from the Consultant's gross negligence or intentional
breach of its representations, warranties or agreements made hereunder,
Consultant agrees to indemnify and hold harmless the Company from any such
action, claim or proceeding. Such indemnification shall include all fees and
costs including reasonable attorney fees which the Company may incur. Company
shall have the right to designate its own counsel for representation arising out
of any indemnification. The Consultant hereby indemnifies the Company
specifically against all loss incurred as a result of the Consulting Agreement
between the Company and Mirador Consulting, Inc. 

12. Applicable Law 

It is the intention of the parties that this Agreement be
construed in accordance with and under and pursuant to the laws of the State of
Florida and that any action, special proceeding or other proceedings brought
arising out of, in connection with or by reason of this Agreement, shall be
brought in the courts of Palm Beach County, Florida. The Parties agree that no
party shall attempt to circumvent this choice of venue by alleging that any
portion of the Agreement is void or void-able.

13. Entire Understanding 

The Agreement contains the entire understanding of the Parties
with regard to the subject matter hereof, superseding any and all prior
agreements or understandings whether oral or written, and no further or
additional agreements, promises, representations or covenants may be inferred or
construed to exist between the Parties. 

14. No Assignment or Delegation Without Prior Approval


No portion of the Agreement or any of its provisions may be
assigned, nor obligations delegated, to any other person or party without the
prior written consent of the Parties except by operation of law or as otherwise
set forth herein. 

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15. Survival of Agreement

The Agreement and all of its terms shall inure to the benefit
  of any permitted assignees of or lawful successors to either Party; provided
  that the obligations of either Party hereunder may not be assigned without the
  prior written consent of the other Party. 

16. Independent Contractor 

Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be considered as creating
an employer-employee relationship between the parties to this Agreement. This is
not a joint venture. 

17. No Amendment Except in Writing 

Neither the Agreement nor any of its provisions may be altered
or amended except in a dated writing signed by the Parties. 

18. Waiver of Breach 

No waiver of any breach of any provision hereof shall be deemed
to constitute a continuing waiver or a waiver of any other portion of the
Agreement. 

19. Severability of the Agreement 

Except as otherwise provided herein, if any provision hereof is
deemed by arbitration or a court of competent jurisdiction to be legally
unenforceable or void, such provision shall be stricken from the Agreement and
the remainder hereof shall remain in full force and effect. 

20. Counterparts and Facsimile Signature 

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of
this Agreement by such party. Such facsimile copies shall constitute enforceable
original documents. 

21. No Construction Against Drafter 

The Agreement shall be construed without regard to any
presumption requiring construction against the Party causing the drafting
hereof. 

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          IN
  WITNESS WHEREOF, the parties hereto have duly executed and delivered this
  Agreement, effective as of the date set forth above. 

MIRADOR CONSULTING LLC 

	 	       
                 /s/ Frank Benedetto 	 
	by:	 	 
	 	Frank Benedetto, Managing Member 	 


 

GREENLITE VENTURES INC. 

	 	       
               /s/ Howard Thomson 	 
	by:	  	 
	 	Howard Thomson, President 	 


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