Consulting Agreement by and between Ecolocap Solutions Inc. and RMN Consulting LLC


    Exhibit 10.1
 

    
 

    INVESTOR
RELATIONS SERVICE AGREEMENT

     

    This
agreement ("agreement") is made and entered into May 1, 2009 ("Effective Date")
by and between RMN Consulting LLC “RMN”, a corporation based at 10 Broadmoor
Drive, New Jersey, and EcoloCap Solutions Inc. “ECOS”, a Corporation based in
Montreal, Quebec Canada and located at 740 West Notre-Dame St, Suite 1525,
hereafter known as “Client”.

     

     

     

    1.         Terms

     

    Terms
(first term) of this agreement will take effect on 05/01/09 (“execution date”)
and will be terminated on 04/30/10.

     

     

    2.         Client
Obligations

     

    2.1  Client
shall provide RM with reliable corporate information regarding ECOS’ business
and stock in order to facilitate RMN’ obligations hereunder.

     

    2.2 
Client shall provide information that is legally allowable under all SEC and
other government law in regards to statements made.

     

     

    3.        
 Liability

     

    3.1 
Client understands that RMN makes no warranties on results of the investor
relation program.

     

    3.3 
RMN will not be responsible for any false claims or misleading statements made
by Client.

     

     

    4.         Recommendations

     

    4.1  Client
understands that RMN is not a broker dealer or registered investment
advisor and is not acting in any way to make recommendations to the purchase of
sale of any security.

     

    4.2  Client
understands that RMN will make no offer to buy or sell securities.

     

     

     

     

    
      
        
        

      

      
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                5.        
      Fees

              


      

    

     

    
      	
              5.1  

            	
              Fees
      for the investor relation services will be delivered in accordance with
      the following schedule:

            


    

     

     RMN shall receive two hundred and fifty thousand
restricted (250,000) shares of ECOS, due within 4 weeks after signing of this
agreement.

     

    5.2 
Client understands that fees are non-refundable and binding upon
signature.

     

    5.3  RMN
will make full disclosure of payment from client in accordance with the
requirements of the appropriate exchange at all times.

     

     

    6.       
 Services
to be performed

     

    During
the term of this agreement, for the purpose of raising investor awareness in
ECOS, RMN will provide services including but not limited to:

     

    - prepare
a report on ECOS and disseminate it to the various databases of
RMN.

    - produce
a profile page of ECOS and display the information on the various internet
properties it owns.

    - write
updates about ECOS when newsworthy events occur and disseminate the updates to
the various databases and internet properties of RMN.

    -
interview an executive of ECOS and place the interview on its internet
properties.

    - handle
part of the media relations, shareholder and investor communications for
ECOS.

    - utilize
partner network to increase the investor awareness for ECOS

     

     

    7.         Hold
Harmless

     

    RMN
agrees to hold client harmless against any and all claims for loss, liability,
damages, judgments, civil charges arising out of or in connection with the
services done or to be performed and in connection with or arising out of the
acts or negligent omissions of RMN.

     

          Client
agrees to hold RMN harmless against any and all claims for loss, liability,
damages, judgments, civil charges arising out of or in connection with the
services done or to be performed and in connection with or arising out of the
acts or negligent omissions of client.

     

     

     

    
      
        
        

      

      
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    8.         Notices

     

    Any
notices required or permitted to be given under this Agreement shall be
sufficient if in writing sent via facsimile to the principal office of each
party.

     

     

     

    9.         Jurisdiction
and Venue

     

         
It is the intention of the parties hereto that this Agreement and the
performance hereunder and all suits and special proceedings hereunder bed
construed in accordance with and under pursuant to the laws of the Province of
Quebec. Therefore, each of the parties hereby consents to the jurisdiction and
venue of the courts of the Province of Quebec.

     

     

     

    
      	
              5.  

            	
              Entire
      Agreement

            


    

     

         
This Agreement constitutes and embodies the entire understanding and agreement
of the parties and supersedes and replaces all prior understandings, agreement
and negotiations between the parties.

     

     

     

    
      
        
          
            
              
                
                  
                    
                      	 	RMN
      Consulting LLC	EcoloCap Solutions Inc.	 
	 	 	 	 	 	 
	 	
                              By:    

                            	RICHARD
      NITTO	By:   	TRI
      VU TRUONG	 
	 	Name:     	Richard
      Nitto 	Name:    	Dr Tri Vu Truong	 
	 	Title:       
      	President 	Title:        	President	 
	 	 	 	 	
                               

                               

                               

                            	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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