Business Consulting Agreement


 


This Business Consulting Agreement (the “Agreement”)
is entered into and effective January 1, 2014 by and between:


 


Mirjam Metcalf


(“Consultant”)


 


And


 


Nyxio Technologies Corporation

2156 NE Broadway


Portland, OR 97232


(“Company”)


 


 


WITNESSETH


 


WHEREAS, Consultant provides consultation and advisory services
relating to corporate operations and development; and


 


WHEREAS, the Company desires to be assured of the services of the
Consultant in order to avail itself to the Consultant’s experience, skills, knowledge and abilities. The Company is therefore
willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


		1.	Consulting Services: Effective as of January 1, 2014, the Company hereby engages and Consultant
hereby accepts the engagement to become a consultant to the Company and to render such advice, consultation, information and services
to the Company including (a) assistance with corporate bookkeeping and administrative operations; and (b) such related business
development and other assistance as the Company shall deem necessary or appropriate for its business. 



 


		2.	Compensation: As compensation for the Consultant’s services rendered hereunder,
the Company agrees to compensate Consultant as follows:



 


		a.	at a rate of $10,000 per month retroactive to January 1, 2014, payable in bi-monthly installments
of $5,000 each on the 15th day and the last day of each month for twelve months. At the option of the Company, such
compensation shall be payable either:



 


                                                              
i.     
In cash; or


 


                                                             
ii.     
In shares of common stock of the Company to be registered with the Securities and Exchange
Commission via an S-8 registration statement. Common shares issued as payment under this provision shall be valued at a price per
share equal to the average of the closing market prices for the Company’s common stock during five (5) trading days immediately
preceding the due date for such payment.


 


		b.	Payments for the months of January, February, and March 2014, and the first payment for April,
2014, shall be paid by April 15, 2014. 



 



    	 



    	 



    

 


		3.	Expenses: The Company shall be responsible for all pre-approved travel and other expenses
incurred by Consultant in the course of his duties hereunder. Consultant shall provide receipts and vouchers to the Company for
all such expenses.



 


		4.	Personnel: Consultant shall be an independent contractor and no personnel utilized by
Consultant in providing services hereunder shall be deemed an employee of the Company. Moreover, neither Consultant nor any other
such person shall be empowered hereunder to act on behalf of the Company. Consultant shall have the sole and exclusive responsibility
and liability for making all reports and contributions, withholdings, payments and taxes to be collected, withheld, made and paid
with respect to persons providing services to be performed hereunder on behalf of the Company, whether pursuant to any social security,
unemployment insurance, worker’s compensation law or other federal, state or local law now in force and effect hereafter
enacted.



 


		5.	Terms: The term of this Agreement shall be effective on January 1, 2014 and shall continue
in effect for a period of twelve (12) months thereafter. This Agreement may be extended upon agreement by both parties, unless
or until the Agreement is terminated. The Company or Consultant may cancel this Agreement on thirty (30) days written notice, at
which time no further obligations will be due from either party. 



 


		6.	Non-Assignability: The rights, obligations, and benefits established by this Agreement
shall not be assignable by Consultant. This Agreement shall be binding upon and shall insure to the benefit of the parties and
their successors. 



 


		7.	Confidentiality: Consultant acknowledges and agrees that confidential and valuable information
proprietary to and obtained during Consultants’ engagement by the Company, shall not be, directly or indirectly, disclosed
without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally
through no fault of Consultant. All documents containing confidential information provided to Consultant by the Company shall clearly
and conspicuously be marked with the word “Confidential.” 



 


		8.	Limited Liability: Neither Consultant nor any of his employees, officers or directors
shall be liable for consequential or incidental damages of any kind to the Company that may arise out of or in connection with
any services performed by Consultant hereunder. 



 


		9.	Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada without giving effect to the conflicts of law principles thereof or actual domicile parties. 



 


		10.	Notice: Notice hereunder shall be in writing and shall be deemed to have been given at
the time when deposited for mailing with the United States Postal Service enclosed in a registered or certified postpaid envelope
addressed to the respective party at the address of such party first above written or at such other address as such party may fix
by notice given pursuant to this paragraph.



 


		11.	Miscellaneous: No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. No supplement, modification, or amendment of the Agreement shall be
binding unless executed in writing and agreed upon by all parties. The Agreement supersedes all prior understandings, written or
oral, and constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof. 



 


		12.	Counterparts: This Agreement may be executed in counterparts and by facsimile, each of
such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the first date written above.



 



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IN WITNESS WHEREOF, the Company and Consultant have duly executed
this Agreement as of the day and year first above written.


 


Nyxio Technologies Corporation


 


  


/s/ Giorgio Johnson


By: Giorgio Johnson


Its: President and CEO


 


 


Mirjam Metcalf


  


 


/s/ Mirjam Metcalf





Consultant


 








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