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|   |   |                                                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (a)    | exercise the appropriate degree of care, skill and diligence exercised by professionals performing services similar to the Services;             |
|   |   |                                                                                                                                             |
|   | (b)    | proceed diligently, continuously and expeditiously in accordance with accepted industry practices and standards;                                 |
|   |   |                                                                                                                                             |
|   | (c)    | pay all professional dues, taxes, medical and other insurance coverage and all other statutory deductions and benefits applicable to him;        |
|   |   |                                                                                                                                             |
|   | (d)    | comply in all material respects with all relevant environmental laws and regulations;                                                            |
|   |   |                                                                                                                                             |
|   | (e)    | observe and comply with applicable KOBEX safety policies and guidelines when on KOBEX Group properties;                                          |
|   |   |                                                                                                                                             |
|   | (f)    | observe and comply with the applicable principles contained in KOBEX’s Code of Business Conduct, as amended or replaced from time to time; |
|   |   |                                                                                                                                             |
|   | (g)    | report to KOBEX from time to time on the status of the Services as requested by KOBEX; and                                                       |
|   |   |                                                                                                                                             |
|   | (h)    | advise KOBEX forthwith of all material results obtained during the course of providing the Services.                                             |

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|   |   |                                                                                                                                                                                                                    |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (a)    | such disclosure is reasonably required to be made by the Consultant to Affiliates of KOBEX who have a bona fide need to have access thereto;                                                                            |
|   |   |                                                                                                                                                                                                                    |
|   | (b)    | such disclosure is of Confidential Information that is in the unrestricted possession of the Consultant prior to disclosure by KOBEX, as evidenced by written records;                                                  |
|   |   |                                                                                                                                                                                                                    |
|   | (c)    | such disclosure is of Confidential Information or Work Product that is within the public domain or enters the public domain through no fault of the Consultant; or                                                      |
|   |   |                                                                                                                                                                                                                    |
|   | (d)    | such disclosure is of Confidential Information that is rightfully disclosed to the Consultant by a third person without obligation of confidentiality, but only to the extent rightfully permitted by the third person. |

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|                  |   |                                                 |                                         |
|-----------------------|--------|------------------------------------------------------|----------------------------------------------|
| If to KOBEX:          |
|                  |   |                                                 |                                         |
|                  | (a)    | By delivery:                                         | Kobex Minerals Inc.                          |
|                  |   |                                                 | 1700-700 W Pender St                         |
|                  |   |                                                 | Vancouver, B.C.                              |
|                  |   |                                                 | V6C 1G8                                      |
|                  |   |                                                 |                                         |
|                  |   |                                                 | Attention: President, Kobex Minerals Inc.    |
|                  |   |                                                 |                                         |
|                  | (b)    | By fax:     (604) 688-9368  |
|                  |   |                                                 |                                         |
| If to the Consultant: |
|                  |   |                                                 |                                         |
|                  | (a)    | By delivery:                                         |                                         |
|                  |   |                                                 |                                         |
|                  |   |                                                 | Ian E. Marshall Business Consulting Services |
|                  |   |                                                 | 1312 Ottawa Avenue                           |
|                  |   |                                                 | West Vancouver British Columbia              |
|                  |   |                                                 | V7T 2H5                                      |
|                  |   |                                                 |                                         |
|                  |   |                                                 | Attention: Ian E. Marshall                   |
|                  |   |                                                 |                                         |
|                  | (b)    | By fax:      (604) 926-8402 |

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|                                             |   |
|--------------------------------------------------|--------|
|                                                  |   |
| ON BEHALF OF IAN E. MARSHALL CONSULTING SERVICES |

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|    |                                                                                                                          |                                                                                                                                                                                                 |
|---------|-------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | Providing in house advice to the Board and management on corporate governance, conduct and procedural matters with a view to: |
|    | o                                                                                                                             | Ensuring the effective functioning of the Board and its Committees;                                                                                                                                  |
|    | o                                                                                                                             | Creating, maintaining and retaining official corporate records; and complying with statutory and company filings.                                                                                    |
|    | o                                                                                                                             | Attending Board meetings and, acting as secretary for the recording of minutes, resolutions, action items and decisions to ensure proper action is taken by the Corporation.                         |
|    | o                                                                                                                             | Communicating with the Chair, Directors, President/Chief Executive Officer and senior management on various matters of concern to the Board.                                                         |
| ● | Providing in house advice concerning compliance with statutes and regulations affecting the corporation;                      |
|    | o                                                                                                                             | identifying legal and liability issues and concerns, bringing them to the attention of the senior management and helping them to respond appropriately including referring them to outside counsel ; |
|    | o                                                                                                                             | Reviewing and commenting on contracts;                                                                                                                                                               |

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|   |                                                                                                                                                                                                                                                                   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | Invoices for services and disbursements must be submitted for payment no later than 3 months after work has been completed. Authorized time sheets and receipts for disbursements to be submitted with invoice.                                                        |
|   |                                                                                                                                                                                                                                                                   |
| 2.     | Invoices shall clearly show:                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                   |
|   | Invoice Number                                                                                                                                                                                                                                                         |
|   | Brief description of work                                                                                                                                                                                                                                              |
|   | Current invoice total                                                                                                                                                                                                                                                  |
|   | Hours and time period worked                                                                                                                                                                                                                                           |
|   | Contract amount remaining (if applicable)                                                                                                                                                                                                                              |
|   | Breakdown of fees/salary costs/disbursements/GST as per Contract breakdown                                                                                                                                                                                             |
|   | Final Invoice must be clearly indicated as “Final Invoice”                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                   |
|   | Failure to submit invoices as specified will result in a rejection and return of invoice for correction to format specified. The date of record will be taken as the receipt date of the corrected invoice.                                                            |
|   |                                                                                                                                                                                                                                                                   |
| 3.     | Show GST as a separate item on invoice and include Consultant’s GST registration number if applicable. Canadian GST is zero rated for the supply of Services relating to real property situated outside of Canada, regardless of where the Service is performed. |
|   |                                                                                                                                                                                                                                                                   |
| 4.     | Invoices to be sent to the attention of:                                                                                                                                                                                                                               |
|   | Kobex Minerals Inc.                                                                                                                                                                                                                                                    |
|   | 1700 – 700 W Pender St                                                                                                                                                                                                                                           |
|   | Vancouver, BC V6C 1G8                                                                                                                                                                                                                                                  |
|   | Canada                                                                                                                                                                                                                                                                 |
|   | Attention: CHELSIA CHEAM / ACCOUNTS PAYABLE                                                                                                                                                                                                                            |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)    | “Affiliate” means, as to any party, any company or other corporate entity which directly or indirectly controls, is controlled by, or is under common control with, that party or its shareholders. For purposes of this definition, “control” means possession, directly or indirectly, of the power to direct or cause the direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (b)    | “Agreement” means this Agreement, including the Schedules hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (c)    | “Confidential Information” means all information, data, knowledge and know-how, in whatever form and however communicated, relating directly or indirectly to KOBEX or its Affiliates or their respective businesses, operations, joint ventures, partnerships, properties, products, markets, financial positions, processes, facilities, research activities or technologies, that is delivered or disclosed by KOBEX or any Affiliate thereof to the Consultant, or which the Consultant learns or obtains through study or analysis of such information, data, knowledge or know-how or through observation of physical objects, but does not include Work Product; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (d)    | “Services” means the consulting services to be provided by the Consultant as more particularly described in Schedule A, as may be amended from time to time by agreement between the parties; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (e)    | “Work Product” means all deliverables under this Agreement and all information, data, knowledge and know-how developed by or on behalf of the Consultant, whether on its own or jointly with any other person, in performing the Services, whether or not patented or patentable and in whatever form or medium stored, including without limitation research data, engineering information, scientific information, processes, formulae, manufacturing data, manufacturing procedures, machinery, plant, apparatus, equipment, designs, reports, drawings, specifications and blueprints.                                                                              |

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