Enertopia Corp.: Exhibit 10-2 - Filed by newsfilecorp.com






MANAGEMENT SERVICES AGREEMENT 

THIS AGREEMENT dated for reference the 1st day of
March 2014. 

BETWEEN: 

Enertopia Corp.., a company duly
incorporated under the laws of the Province of British Columbia and having its
office at #950 - 1130 
West Pender Street, Vancouver, British Columbia V6E
4A4 

(hereinafter referred to as the
“Company”) 

OF THE FIRST PART 

AND 

BKB Management Ltd of 4819
Skyline Drive, North Vancouver 
British Columbia, V7R 3J2 

(hereinafter referred to as "BKB") 

WHEREAS: 

	A. 	
      The Company wishes to employ BKB as its Chief Financial
      Officer and to provide management Services to it on the terms and
      conditions hereinafter set forth.

	 	 
	B. 	
      BKB has agreed to provide the Services to the Company on
      the terms and conditions set out in this Agreement. This Agreement dated
      February 28, 2014, supersedes all previous existing amendments and the
      original agreement dated October 9, 2009.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and of the covenants and agreements hereinafter contained the
parties hereto have agreed as follows: 

	1. 	
      ENGAGEMENT OF SERVICES

	 	 	 
	1.1. 	
      The Company hereby engages BKB to provide management
      Services as an independent contractor to the Company under the direction
      of the Company’s Board of Directors and under the direction of the
      President and/or Chief Executive Officer; and

	 	 	 
	1.2. 	
      BKB hereby agrees to perform the following duties
      required of her in accordance with the terms of this agreement
    namely:

	 	 	 
		(a) 	
      all duties expected of a chief financial officer of an
      medicinal sector, technology and of an alternative energy company,
      including sourcing and/or negotiation of financial proposals and corporate
      financings; preparation and review of financial statements, notes and
      various regulatory reports; communications with shareholders; negotiation
      and management of agreements; and any other duties that should be
      reasonably expected by the Board of Directors or Chief Executive Officer
      (the “Services”).

	 	 	 
	2. 	
      TERM

	 	 	 
	2.1. 	
      The initial term of this Agreement shall be for a period
      of two (2) years, commencing as of the 1st day of March 2014 and
      continuing month to month thereafter with all terms in effect unless and
      until terminated as hereinafter provided.



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	3. 	
      SERVICES




	3.1 	
      BKB agrees to perform the Services contracted hereunder
      including the following:

	 	 	 
		(a) 	
      to carry out all functions associated with the Services
      to the best of her skill and ability for the benefit of the
  Company;

	 	 	 
		(b) 	
      to carry out the Services in a timely manner;

	 	 	 
		(c) 	
      to act, at all times during the term of this Agreement,
      in the best interests of the Company; and

	 	 	 
		(d) 	
      to use her best endeavors to preserve the goodwill and
      reputation of the Company and the relationship between the Company and its
      shareholders.




	4. 	
      REMUNERATION

	 	 	 	 


	4.1. 	
      The Company shall pay to BKB for all Services rendered
      hereunder:

	 	 	 
		(a) 	
      the sum of Seven Thousand Five Hundred Canadian Dollars
      ($7,500.00) per month, excluding GST, payable on the 1st day of each
      month;

	 	 	 
		(b) 	
      BKB’s out of pocket expenses incurred on behalf of the
      Company. In respect of expenses, BKB shall provide statements and vouchers
      to the Company as and when required by it.

	 	 	 
		(c) 	
      BKB will be entitled to receive a performance related
      bonus on the same terms and conditions as for persons participating in any
      bonus plan that may be established and approved by the Company’s board of
      Directors. Any bonus payable to BKB will be at the sole discretion of the
      Company’s Board of Directors, acting reasonably.

	 	 	 
	5. 	
      TERMINATION
	 	
       
	5.1. 	
      This Agreement may be terminated by either party at any
      time by two (2) months notice in advance, in writing given by BKB to the
      Company, or by the Company to BKB.

	 	 	 
	5.2. 	
      The Company may terminate this Agreement at any time,
      without further obligation to BKB if:

	 	 	 
		(a) 	
      BKB breaches any of the terms and conditions of this
      Agreement;

	 	 	 
		(b) 	
      The Company provides a lump sum termination break fee
      payment to BKB in the amount equal to 12 times the Fee plus
  GST.

	 	 	
       
	5.3. 	If this Agreement is terminated by either party
    or any successor company or person, within 90 days of a Change of Control,
    excluding termination under section 5.2(a) herein, BKB shall receive the
      payment under section 5.2.(b), plus an additional payment in the amount
      equal to 12 times the Fee. A “Change of Control” means the of any of the
      following events: 


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	 	(a) 	
      If any individual, partnership, company, society, or
      other legal entity (a ”Person”), alone or together with any other Persons
      with whom it is acting jointly or in concert, becomes the beneficial owner
      of, or acquires the power to exercise control or direction over, directly
      or indirectly, such securities (or securities convertible into, or
      exchangeable for, securities) entitled to fifty percent (50%) or more of
      the votes exercisable by holders of the then-outstanding securities
      generally entitled to vote for the election of directors (“Voting Stock”)
      of the company or if any Persons that previously were not acting jointly
      or in concert commence acting jointly or in concert and together
      beneficially own, or have the power to exercise control or direction over,
      securities entitled to more than fifty percent (50%) or more of the votes
      exercisable by holders of voting stock, nor have rights of conversion
      which, if exercised, would permit such Persons to own or control such a
      percentage of votes; 

	 	  	
      

	 	(b) 	
      The Company is merged, amalgamated or consolidated into
      or with another Person and, as a result of such business combination,
      securities entitled to more than fifty percent (50%) of the votes,
      exercisable by holders of the Voting Stock of the Company or of such
      Person into which the Voting Stock of the Company is converted in or
      immediately after such transaction are held by a Person alone or together
      with any other persons with whom it is acting jointly or in concert and
      such Person, together with those with whom it is acting jointly or in
      concert, held securities representing less than fifty percent ;(50%) of
      the votes exercisable by the holders of the Voting Stock of the Company
      immediately prior to such transaction; 

	 	  	
      

	 	(c) 	
      The capital of the Company is reorganized and, as a
      result of such reorganization, securities entitled to more than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the Company upon or immediately after such reorganization are held by a
      Person alone or together with any other Persons with whom it is acting
      jointly or in concert and such Person, together with those with whom it is
      acting jointly or in concert, held securities representing less than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the Company immediately prior to such reorganization. 

	 	  	
      

	 	(d) 	
      The Company sells or otherwise transfers all or
      substantially all of its assets to another Person and immediately
      following such sale or transfer securities entitled to more than fifty
      percent (50%) of the votes exercisable by the holders of the Voting Stock
      of the acquiring Person are held by a Person that alone or together with
      any other Person or Persons with whom it is acting jointly or in concert,
      and such person, together with those with whom it is acting jointly or in
      concert, held securities representing less than fifty percent (50%) of the
      votes exercisable by holders of the Voting Stock of the Company
      immediately prior to such transaction; or 

	 	  	
      

	 	(e) 	
      During any period of two consecutive years, individuals
      (“Incumbent Directors”) who at the beginning of any such period constitute
      the directors of the Company cease for any reason to constitute at least a
      majority thereof. For the purposes of this clause (5.3.(e)): 



	 	 	 	 
	 	 	i. 	Each director who, during any such period, is
      elected or appointed as a director of the Company with the approval of at
      least a majority of the Incumbent Directors will be deemed to be an
      Incumbent Director; 
	 	 	 	 
	 	 	ii. 	An “Incumbent Director” does not include a
      director, elected or appointed pursuant to an agreement (in respect of
      such election or appointment) with another Person that deals with the Company at arm’s
      length, or as part of or related to an amalgamation, a merger or a
      consolidation of the Company into or with another person, a reorganization
      of the capital of the Company or the acquisition of the Company as a
      result of which securities entitled to less than fifty (50%) percent of
      the votes exercisable by holders of the then-outstanding securities
      entitled to Voting Stock of the Company is converted on or immediately
      after such transaction are held in the aggregate by Persons who were
      holders of Voting Stock of the Company immediately prior to such
      transaction; and


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			iii. 	
      References to the Company shall include successors to the
      Company as a result of any amalgamation, merger, consolidation or
      reorganization of the Company into or with another body corporate or other
      legal Person.

	 	 	 	 
	6. 	
      NOTICE

	 	 	 	 


	6.1. 	
      Any notice to be given under this Agreement shall be in
      writing and shall be deemed to have been given if delivered to, or sent by
      prepaid registered post addressed to, the respective addresses of the
      parties appearing on the first page of this Agreement (or to such other
      address as one party provides to the other in a notice given according to
      this paragraph). Where a notice is given by registered post it shall be
      conclusively deemed to be given and received on the fifth day after its
      deposit in a Canada post office any place in Canada.

	 	 	 
	7. 	
      MISCELLANEOUS
	 	
       
	7.1. 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other.

	 	 	 
	7.2. 	
      The titles of headings to the respective paragraphs of
      this agreement shall be regarded as having been used for reference and
      convenience only.

	 	 	 
	7.3. 	
      This Agreement shall ensure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 	 
	7.4. 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of British Columbia,
Canada.



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	7.5. 	
      Time shall be of the essence of this
  Agreement.



IN WITNESS WHEREOF the parties have executed this
Agreement the day and year first above written. 

	  	) 	  
	Enertopia Corp: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	) 	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	) 	  
	Signed in the presence of: 	) 	  
	  	) 	  
	  	) 	 
    
	Name 	) 	BKB Management Ltd 
	  	) 	(Bal Bhullar) 
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  


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