Epcylon Technologies, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






ACCOUNT AGREEMENT 
For
Management of the Investment


Date: April 14, 2014

Between: 

Epcylon Technologies Inc. 
25 Adelaide Street East

Suite 502 
Toronto, Ontario 
Canada M5C 3A1



A Nevada Company 

And: 

Four Seasons Trust 
1001 Bay Street

Suite 3410 
Toronto, Ontario 
Canada M5S 3A6



(the "Investor") 

And:

Diane D. Dalmy 
Attorney at Law


(the "Intermediary") 




This Account Agreement is dated this 14th day of April, 2014
(the "Account Agreement") by and between Epcylon Technologies Inc., a Nevada
corporation (the "Company"), Four Seasons Trust (the "Investor") and Diane D.
Dalmy as the intermediary (the "Intermediary"). 

RECITALS 

WHEREAS commencing on April 14, 2014, the Investor shall
invest in the Company an aggregate principal amount of $2,000,000 USD (the
"Investment"), which is evidenced by that certain Non-U.S. subscription
agreement dated as of April 14,2014 between the Company and the Investor (the
"Subscription Agreement"), a copy of which is attached hereto as Exhibit A;

WHEREAS the Investor wishes to monitor and enforce the
Use of Proceeds in the timeframe provided to ensure that it meets the Use of
Proceeds agreed to herein. 

WHEREAS the Investor has taken substantial risk in
investing the amount of $2,000,000 in the Company based on the Company's
projections and assertions of success. To provide for monitoring the success of
these projections and assertions, a detailed use of proceeds with capital
payments and distributions is developed and agreed to herein. In order to
administer such payments and distributions and monitor the use of proceeds, a
third party must be engaged to manage and monitor the this Account Agreement.


WHEREAS the Intermediary, a lawyer licensed in the State
of Colorado, has agreed to act as Intermediary and to provide account management
services for the Company and the Investor.

WHEREAS the Company and the Investor have each signed
the Subscription Agreement and have each individually agreed to consent to this
separate Account Agreement to enact certain controls over the monitoring and
management of the Investment and use of proceeds, which controls the
Intermediary shall manage and monitor.

WHEREAS this Account Agreement between the parties is to
provide use of proceeds direction and confirmation, invested capital security,
capital flow management, distribution management and any other terms of
management. 

ARTICLE I 

ACCOUNT INSTRUCTIONS 

1.1. Establishment of Account. The Company shall open a
non-interest bearing account in the name of the Company suitable for management
of monies, (the "Cash Account"), from which, invested monies will be held and
eventually debited from by this Agreement. The Cash Account will be opened
following receipt of the executed Subscription Agreement and proper account
opening documentation and ancillary supporting documentation necessary.

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1.2. Capital Delivery. Within five business days of
establishment of the Cash Account, the Company shall secure from the Investor
such monies for credit to the Cash Account. No interest will be applied to
monies credited to the Cash Account. The Intermediary shall not deal with such
monies from the Investor in with exception of the instructions within this
Agreement.

The Company will issue a letter to the Investor and the
Intermediary in evidence that such monies are secured in the Cash Account.

1.3. Payments or Distributions. Any payments or distributions by
the Company shall be presented seven days in advance of such payment or
distribution to the Investor for the Investor's confirmation (the "Payment
Confirmation"), which Investor shall provide to the Company its Payment
Confirmation in its sole discretion no longer than three days from receipt of
such Payment Confirmation. So long as the Payment Confirmation is provided to
the Company from the Investor, the Company shall deliver via wire transfer from
the Cash Account the respective payments and disbursement. The Company shall
deliver to the Intermediary the Payment Confirmation and a list of payments and
distributions.

1.4. Confirmation. The Intermediary can only confirm that the
wire has pulled monies from the Cash Account in accordance with the Payment
Confirmation. The Company is therefore responsible to deliver to the
Intermediary a copy of the Payment Confirmation together with all associated
wires and/or distributions.

1.5. Company Cash Transfer Rights. The Company shall have no
cash transfer rights relating to the funds held in the Cash Account and such
funds shall be deemed restricted and disbursed only in accordance with the
Payment Confirmations.

1.6. Audit Request Letters. The Intermediary will be available
to verify the account balance in the Cash Account through any audit request
letters issued by the Company's auditors. The Intermediary shall charge $300.00
per audit request letter verification. Intermediary's response will be limited
to the amount of capital within the Cash Account and a listing of all payments
and distributions made in accordance with any associated Payment Confirmations.
The Intermediary is not responsible for any accounting or financial
discrepancies of Company.

1.7. Windup of Agreement. Following the completion of use of
proceeds in the Cash Account and payout of all monies remaining in the Cash
Account (excluding payment of any fees) to the Investor, this Agreement will
cease. The Investor shall provide notice to the Company and the Intermediary of
its desire to wind up the Cash Account (the "Wind-Up Account Letter").

1.8. Notifications. Intermediary shall evidence such winding up
through notice to Company and the Investor that this Account Agreement is no
longer in force and effect and that the Cash Account has been closed. 

ARTICLE II 

INTERMEDIARY REPRESENTATIONS

The undersigned hereby warrants and represents as follows: 

2.1. Intermediary has taken all legal actions necessary to enact
this Account Agreement and to execute its activities under this Account
Agreement. 

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2.2. The Intermediary is licensed as a lawyer in the State of
Colorado and in good standing.

2.3. As of the date hereof, Intermediary has not received
notice of any liens, claims or encumbrances with respect to the Cash Account,
except with respect to Company pursuant to this Account Agreement, and
Intermediary has not confirmed any interest in the Cash Account to any persons
other than pursuant to this Agreement. 

2.4. Intermediary shall act as principle agent in addition to
its role as Intermediary.

ARTICLE III 

COMPANY REPRESENTATIONS

The Company hereby represents and warrants as follows: 

3.1. The Company confirms to the Investor that the Company has
opened the Cash Account.

3.2. The Company further agrees and acknowledges that the
rights and obligations of the parties hereto relating to the Cash Account are
governed by this Account Agreement executed by Company with the Investor and the
Intermediary and that this Account Agreement shall take precedence over the
terms of any other agreement.

3.3. The Company has taken all necessary corporate and legal
actions necessary to transact this Account Agreement. That Company has full
right and authority to enter into the Subscription Agreement.

3.4. Company represents and warranties that this Agreement is
an Account Management Agreement and is not part in any way of illegal or
deceptive means of transferring funds. 

3.5. The Company agrees that it will not debit the Cash Account
to satisfy obligations of any party until receipt of the Payment Confirmation
from the Investor regarding the acceptance of the use of proceeds and wires and
distributions to be made by the Company.

3.6. The Investor has a first lien and security interest in the
cash and the Cash Account as security for the performance of all obligations of
the Company arising out of the management of this Account Agreement. 

3.7. The Company shall not deliver to any party any monies or
property whatsoever from the Cash Account unless authorized by the Investor in
accordance with the Payment Confirmation including, but not limited to (1) cash
distributions to any third party creditors of the Company, including cash
dividends; or (2) stock dividends; or (3) any other distributions in cash to any
other third party.

3.8. The Company hereby agrees to consult and act in a
responsible and legal manner in its transactions with the Investor and the
Intermediary.

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3.9. The Company hereby agrees to release, discharge, indemnify
and hold harmless Intermediary, its affiliates, officers and employees from and
against any and all losses, claims, causes of action, liabilities, lawsuits,
demands and/or damages, including, without limitation, any and all court costs
and reasonable attorneys' fees and expenses arising out of or incurred in
connection with Intermediary complying with instructions from the Company in
relation to the Cash Account in accordance with this Account Agreement. 

3.10. The Company agrees that it will not act outside of this
Account Agreement to induce any contravention of this Account Agreement. The
Company shall not make any attempts to cancel or otherwise reduce the effect of
this Account Agreement upon the Cash Account. 

ARTICLE IV 

INVESTOR'S REPRESENTATIONS

The Investor here represents and warrants as follows:

4.1. The Investor agrees to hold Intermediary harmless in event
of loss from illegal misappropriation by the Company or from forces outside of
the control of the Intermediary. 

4.2. The Investor has taken all necessary corporate action to
enable it to enter into this transaction. 

4.3. The Investor hereby represents and warrants that this
Account Agreement is not a securities purchase and sale agreement and not part
in any way of illegal or deceptive means of transferring funds. 

4.4. The Investor shall deliver all necessary documents and sign
all necessary transfer letters to wire the $2,000,000 USD regarding the
Investment.

4.5. The Investor hereby agrees to consult and act in a
responsible and legal manner in its transactions with the Company and the
Intermediary. 

4.6. The Investor further agrees and acknowledges that the
rights and obligations of the parties hereto relating to the Cash Account are
governed by this Account Agreement. 

ARTICLE V 

FURTHER PROVISIONS 

5.1. Modification. This Account Agreement may not be amended or
modified without the written consent of the Company and the Investor and the
Intermediary. Any such amendments shall be add ended to this agreement and
labeled as an amendment, including date.

5.2. Adjudication. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Toronto, Canada,
without giving effect to any conflicts of law provisions thereof, and shall be
binding upon Company's and the Investor's estate, executors and heirs. 

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5.3. Counterparts. This Account Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument. 

5.4. Entire Agreement. This Account Agreement will uphold and
supplement the Subscription Agreement.

5.5. Transfer; Successors and Assigns. The provisions of this
Account Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the parties hereto. The Company may not
assign its rights and obligations hereunder without the consent of the Investor.
The provisions of this Article 5.5 shall not limit the Investor's ability to
assign its rights and obligations under this Account Agreement or the
Subscription Agreement. The Intermediary shall be notified immediately of any
change in ownership, rights or obligations and provided with the new contact for
the ownership. Any purchaser, transferee or obligator will be subject to the
original Subscription Agreement and this Account Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this
Account Agreement and cause it to be put in action.

	Date: April __, 2014 	EPCYLON TECHNOLOGIES INC. 
	 	                                                                                 
       
	 	By:                                                                                  
      
	 	 
	 	 
	Date: April __, 2014 	FOUR SEASONS TRUST 
	 	 
	 	By:        
                                                                               
      
	 	 
	 	 
	 	INTERMEDIARY 
	 	 
	Date: April __, 2014 	                                
                                                              
      
	 	Diane D. Dalmy 



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