Enertopia Corp. - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

CONSULTING AGREEMENT 

THIS AGREEMENT made as of September 8, 2010. 

BETWEEN: 


  
    
      
        
          Enertopia Corp. of 950, 1130 West Pender Street,
            Vancouver, British Columbia V6E 4A4 

          (the “Company”) 

        

      

    

  



AND: 


  
    
      
        
          Creston Capital Corp of 600, 890 West Pender
            Street, Vancouver, British Columbia V6C 1J9 

          (“Consultant”) 

        

      

    

  



WHEREAS: 

A.   Consultant has knowledge of economic, finance,
and capital market concepts, tools, people and companies that could prove
beneficial to the Company to be introduced to or made aware of; 

B.   The Company wishes to benefit from these
concepts, tools, people and companies and the Consultant wishes to provide them
to the Company (the “Services”); 

C.   The Company and the Consultant have agreed to
the payment by the Company to Consultant of certain fees respecting the
provision of the Services as noted herein. 

NOW THEREFORE this Agreement witnesses that in consideration of
the premises and mutual covenants and agreements contained herein, the parties
agree as follows: 

	1. 	
      In this agreement the following terms shall have the
      following meanings:

	 	 	 	 
		(a) 	
      “Consultant’s Fee” has the meaning assigned thereto in
      Section 4 hereof;

	 	 	 	 
		(b) 	
      “Financier” is a person who completes a Financing with
      the Company and who must be:

	 	 	 	 
			(i) 	
      an “accredited investor” which is defined as a natural
      person who meets the definition of “Accredited Investor” in Rule 501 of
      Regulation D of the United States Securities Act of 1933, as amended
      (“Regulation D”); or

	 	 	 	 
			(ii) 	
      a non-“US Person” as defined in Regulation S of the
      United States Securities Act of 1933, as amended (“Regulation
  S”);

	 	 	 	 
		(c) 	
      “Financing” means any debtor or equity investment of a
      portion or an interest in the Company made or arranged by or through the
      efforts of any party introduced directly or indirectly by Consultant;
      and

	 	 	 	 
		(d) 	
      “Term” has the meaning assigned thereto in Section 2
      hereof.







- 2 - 

	2. 	
      This Agreement will commence as of the date first above
      written and will continue in full force and effect for a period of 6
      months thereafter (the “Term”).

	 	 	 
	3. 	
      Consultant agrees to provide the Services to the Company
      to the Company’s benefit, and at the Company’s option in every case to
      accept or reject for any reason. The Company hereby agrees to pay to
      Consultant a Consultant’s fee (the “Consultant’s Fee”) as
  follows:

	 	 	 
		(a) 	
      a consultant fee of up to 10% (ten percent) of the gross
      proceeds raised in a Financing consummated by the Company with any
      Financier introduced to the Company by Consultant, provided that such
      introduction was made during the Term and in the event that there are NO
      other fees or commissions payable by the Company to the source(s) of
      capital who may arrange and/or participate in such Financing, but who were
      introduced by the Consultant .

	 	 	 
		(b) 	
      a consultant’s fee of any amount less than 10% of the
      gross proceeds raised in a Financing consummated by the Company with any
      Financier introduced to the Company by Consultant, provided that such
      introduction was made during the Term and in the event that there ARE
      other fees or commissions payable by the Company to the source(s) of
      capital who may arrange and/or participate in such Financing, but who were
      introduced by the Consultant. If the source of capital demands a fee
      itself, then the total combined cost of capital shall not exceed 10%, with
      the Consultant agreeing to adjust its fee on whatever sliding scale is
      necessary to not exceed the 10% overall cap.

	 	 	 
	4. 	
      If a source of capital demands additional compensation,
      then the Company agrees to consider each valid request on an individual
      basis, and will decide whether such compensation is valid based on the
      merits of any unique circumstances.

	 	 	 
	5. 	
      In the event that a Financing on terms acceptable to all
      parties is completed, then the Company will enter into an Investor
      Relations contract with the Consultant under terms to be negotiated in
      good faith, within 30 days of closing the Financing.

	 	 	 
	6. 	
      The Company will pay the Consultant’s Fee immediately
      upon receipt of proceeds from each closing of a Financing for which a
      Consultant’s Fee is payable. In the event that any such Financing is
      carried out in stages, or paid in stages, the Company will advance the
      Consultant’s Fee in portions which correspond to the stages of payments
      received by the Company.

	 	 	 
	7. 	
      In carrying out its duties hereunder, Consultant will
      provide to potential Financiers only written information that the
      Company’s authorized officers have delivered to Consultant (the
      “Additional Information”) for the purpose of attracting the Financing. If
      the Additional Information is material and has not been publicly
      disclosed, Consultant will not disclose it to any party who has not signed
      a Confidentiality Agreement.

	 	 	 
	8. 	
      The Consultant acknowledges that:

	 	 	 
		(a) 	
      the securities issued in connection with any Financing
      will not have not been registered for sale in the United States or Canada
      and may not be sold to residents of the United States or Canada without
      such registration unless an exemption from such registration requirement
      is available;







- 3 - 

	 	(b) 	
      the decision to accept a potential Financier is in the
      sole and absolute discretion of the Company and the Company may for any
      reason, refuse to accept any Financing from a person introduced to it by
      the Consultant;

	 	 	 
	 	(c) 	
      in the event that the Company does not accept a Financing
      from a person introduced to it by the Consultant, no Consultant’s Fee
      shall be payable for such Financing which is refused; and

	 	 	 
	 	(d) 	
      its representation of the Company in introducing it to
      certain Financiers is not an exclusive engagement such that the ability of
      the Company to locate other potential Financiers would be constrained in
      any way.




	9. 	
      The Consultant represents and warrants to the Company
      that:

	 	 	 
		(a) 	
      in connection with introductions to potential Financiers,
      it will comply with all applicable laws including, without limiting the
      generality of the foregoing, those rules and regulations set forth in
      Regulation D and Regulation S;

	 	 	 
		(b) 	
      it will introduce to the Company only persons who are
      qualified Financiers as defined above; and

	 	 	 
		(c) 	
      it will not advertise any Financing in the United States
      or to residents of the United States as the term “resident” is defined in
      applicable United States securities laws, rules and regulations such that
      such advertising would constitute a “general solicitation” within the
      meaning of Regulation D.

	 	 	 
	10. 	
      This Agreement and the rights, duties, and obligations of
      any party hereunder will not be assigned by any party hereto without the
      prior written consent of the other, which consent will not be unreasonably
      withheld.

	 	 	 
	11. 	
      There are no representations, warranties, collateral
      agreements, or conditions except as herein specified.

	 	 	 
	12. 	
      This Agreement will enure to the benefit of and be
      binding upon the parties and their respective heirs, executors,
      administrators, successors, and assigns.

	 	 	 
	13. 	
      The parties will execute and deliver all such further
      documents, do or cause to be done all such further acts and things, and
      give all such further assurances as may be necessary to give full effect
      to the provisions and intent of this Agreement.

	 	 	 
	14. 	
      This Agreement will be governed by and construed in
      accordance with the law of the State of Nevada and the laws of the
      Province of British Columbia; if in conflict, then such conflict will be
      resolved through mediation.

	 	 	 
	15. 	
      Neither this Agreement nor any term hereof may be amended
      or waived except pursuant to a written instrument executed by the Company
      and Consultant. The failure of either party to exercise any right or
      remedy under this Agreement or otherwise, or the delay by any party in
      exercising such right or remedy, shall not operate as a waiver thereof. No
      waiver of any term, provision or condition of this Agreement, whether by
      conduct or otherwise, in any one or more instances, shall be deemed to be,
      or be construed as, a further or continuing waiver of any
  such term, provision or condition or as a waiver of any other
      term, provision or condition of this Agreement.







- 4 - 

	16. 	
      Any notice, demand or request required or permitted to be
      given by the Company or Consultant pursuant to the terms of this Agreement
      shall be in writing and shall be deemed delivered (i) when delivered
      personally or by verifiable facsimile transmission, unless such delivery
      is made on a day that is not a Business Day, in which case such delivery
      will be deemed to be made on the next succeeding Business Day, (ii) on the
      next Business Day after timely delivery to an overnight courier and (iii)
      on the Business Day actually received if deposited in the U.S. mail
      (certified or registered mail, return receipt requested, postage prepaid),
      addressed to the address of such party first above stated or such other
      address as any party may specify by notice in writing to the other party.
      For purposes hereof, “Business Day” means any day other than a Saturday, a
      Sunday or a day on which the New York Stock Exchange is closed or on which
      banks are authorized by law to close in New York, New York or Vancouver,
      Canada. Any notice required or permitted to be given under the terms of
      this Agreement shall be deemed as given if directed to either party at the
      following addresses:





	Creston Capital 	Mr. Chris Bunka 
	600 - 890 W. Pender St. 	Enertopia Corp 
	Vancouver, B.C. 	950 – 1130 West Pender St 
	 	Vancouver BC V6E 4A4 
	Fax 604-687-1327 	Fax 604–602-1625 




	17. 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	18. 	
      Delivery of an executed copy of this Agreement by
      electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Agreement as of the date first set forth
      above.



          IN WITNESS
WHEREOF the parties hereto have executed this Agreement as of the date first
above written. 

Enertopia Corp. 


By:
_______________________________________________________
Chris Bunka – CEO


 

Creston Capital Corp 


By:
___________________________________________________
Michael Dake