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Consulting
Agreement


 


 


 


 


 


THIS
AGREEMENT made as
of the 25th
day of March,
2013


 


BETWEEN:


 


 


 


Big H Production  
LTD. (The "Consultant")


 


-and-


 


Nyxio Technologies Corp. a body corporate
(The "Company")


 


 


 


IN
CONSIDERATION OF The
mutual covenants,
terms and agreements
herein contained, and
for other good
and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree
as follows:


 


1)
Services.  The Consultant
shall, during
the term (as
defined below) provide
the following services (the
"Services")
to the Company, at such times as the Company may
reasonably request:


 


1.
Assist with business
development;


2.
Assist with SEC
compliance matters;


3. Liaise
with corporate finance
groups;


4.
Liaise with legal
and accounting professionals
acting for the
company;


 5. Advise on potential mergers and acquisitions as the opportunities may arise;




 


 


 


It
is expressly understood,
agreed and warranted
that with respect
to matters described in
clauses (A) and
(B) below the Consultant has
no obligation to provide services to or for
the Company, and during the term of
this Agreement will not provide services
to or for the Company, (A) in connection
with the offer or sale of securities in
any capital raising transaction and (B)
directly or indirectly to
promote or maintain a market for the Company's securities.




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2.Compensation.


 


The Company
shall pay the
Consultant the following:
Months one and
two $10,000.00
per month.  Months
three and four, $4000.00 per month.
Months five through
twelve, $3000.00 per month. For a total compensation over
the twelve month
period of $52,000.00.


 


The
Company shall reimburse
the Consultant for
all reasonable expenses
incurred in connection with
this Agreement.


 


The
Company shall pay
to the Consultant
the amount owing
for each month,
in advance. on the
first day of
each month of the term of this agreement.


 


In
the event funding
is not procured
by consultant, and
is not received
by the company, this
contract is null
and void .


 


3.
Term


 


This
Agreement shall commence
as of the
25th day of
March, 2013
and shall remain
in effect for twelve months (The "Term").


 


4.
Confidential Information


 


The
Consultant acknowledges that
pursuant to the
performance of its
obligations under this Agreement,
it may acquire confidential information.
The Consultant covenants and agrees, during the Term and following any termination
of the Agreement, to hold and maintain all confidential
information in trust and confidence for the Company and
not to use confidential information other
than for the benefit of the Company.


 


5.Warranties


 


The Company
represents and warrants
and acknowledges  as
follows:


 


(a)
That the Consultant
provides similar services
to various other
companies.


 


(b)
That there is no
minimum monthly time
allotted to the
Companies requirements by the
Consultant.


 


(c) That the services provided to the Company will be provided as necessary, in the
Consultants sole discretion.


 


6.Entire
Agreement




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This Agreement
sets forth the
entire Agreement between
the parties and
may not be amended other than in writing,
executed by both
parties hereto.


 


 


 


 


 


 


 


 


 


 


Nyxio
Technologies Corp.


 


Per: /s/ Giorgio Johnson


 


 


 


Big H
Production LTD.


 


 


 


Per:




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