Exhibit 10.1


    INVESTOR
      RELATIONS AGREEMENT

    


    THIS
      INVESTOR RELATIONS AGREEMENT (“Agreement”) is made and
      entered into in duplicate effective this 1st day of September, 2005 (“Effective
      Date”), by and among MICRON ENVIRO SYSTEMS, INC., a Nevada
      corporation of 789 West Pender Street, Suite 1205, Vancouver, British Columbia,
      Canada V6C 1H2 (“Corporation”), and Jason Gigliotti, of #406 -
      3625 Windcrest Drive, North Vancouver, British Columbia, Canada  V7G 2S6
      (“Consultant”).

    


    1.
 Term
      of Agreement. The respective
      duties and obligations of the parties shall commence on the Effective Date
      and
      shall continue for a period of twelve (12) months or until terminated by either
      of the parties as specified below.  In the event either party to this
      Agreement desires to terminate this Agreement prior to expiration of that twelve
      (12) month period, that party shall provide to the other party notice of that
      party’s intention to so terminate this Agreement, and which notice shall specify
      the date of termination of this Agreement; provided, however, that such date
      of
      termination shall not be sooner than thirty (30) days after the date that such
      notice is given to such other party.

    


                2.
       Consultations. The Consultant shall make itself available to
      consult with the directors and the officers of the Corporation, at reasonable
      times, concerning any issue of importance regarding certain opportunities
      available to the Corporation and other relevant matters relating to the business
      of the Corporation. Specifically, it is anticipated that the Consultant shall
      (i) assist the directors and officers in the preparation, filing and
      distribution of relevant information; (ii) assist the directors and officers
      regarding communications and correspondence; and (iii) such other services
      as
      agreed. (“Services”)

     

    3.
 Compensation. In
      consideration and
      compensation for the provision of the Services, the Corporation shall issue
      to
      the Consultant one hundred thousand (100,000) of the Corporation’s common stock
      and the certificate for those shares shall specify the typical Rule 144 legend.
      

    


    4.
 Management
      Power of the
      Consultant. The business affairs of the Corporation and the
      operation of business of the Corporation shall be conducted by the officers,
      administrative staff and employees of the Corporation. It is not the intention
      of the Corporation to grant or delegate to the Consultant, and the Corporation
      does not hereby grant or delegate to the Consultant any power of direction,
      management, supervision and control of the administrative staff or other
      employees of the Corporation. 

    


    5.
 Consultant
      to Act as Agent.  From
      time to time, the Corporation may deem it advisable to enter into agreements
      with various persons.  Regarding those agreements, the Consultant shall be,
      and hereby is, designated as an agent of the Corporation for the purpose of
      negotiating the terms and conditions of those agreements.  The Consultant,
      however, shall not obligate the Corporation to any such agreement without first
      obtaining the approval of the terms and conditions of any such agreement from
      the Board of Directors of the Corporation.  

    


    


    


    


    


    


    


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    6.
 Confidential
      Information and Trade
      Secrets.

    


    a.

    In
      the course of the discharge of the Consultant’s duties to the
      Corporation, as a result of Consultant’s relationship with the Corporation, the
      Consultant shall have access to, and become acquainted with, information
      concerning the business of the Corporation, including, but not necessarily
      limited to, financial, personnel, credit, sales, planning and other information
      which is owned by the Corporation and used regularly in the operation of the
      business of the Corporation, and this information constitutes trade secrets
      of
      the Corporation.

    


    b.

    During
      the term of this Agreement and at all times thereafter, the
      Consultant shall not disclose any such trade secrets, directly or indirectly,
      to
      any other person or use those secrets in any way, except as is required to
      carry
      out, perform and effectuate the services contemplated by the provisions of
      this
      Agreement.

    


    c.

    The
      sale or unauthorized use or disclosure of any of the
      Corporation’s trade secrets obtained by the Consultant during the Consultant’s
      relationship with the Corporation, including information concerning the
      Corporation’s current or any future or proposed transactions, services, or
      products, the facts that any such transactions, services, or products are
      planned, being considered or in process, as well as any descriptions thereof,
      constitute unfair competition. The Consultant shall not engage in any unfair
      competition with the Corporation, either during the term of this Agreement
      or at
      any time thereafter.

    


    d.

    All
      files, discs, documents, writings, records, drawings,
      specifications, equipment and similar items relating to the business of the
      Corporation are, and shall remain, exclusively the property of Client.

    


    7.
 Ownership
      of Books, Records, and
      Papers.

    


    a.

    All
      records of the accounts of customers, debtors, service
      providers, suppliers, distributors, clients, and any other records and books
      relating in any manner whatsoever to the conduct of the Corporation’s business
      during the term of this Agreement, whether prepared by the Consultant or
      otherwise coming into the Consultant’s possession, shall be the exclusive
      property of the Corporation.

    


    b.

    All
      such books and records shall be returned immediately to the
      Corporation by  the Consultant on any termination of this Agreement.

    


    8.
 Registration
      Status of
      Consultant. The Consultant is not engaged in the business
      of effecting transactions in securities for the accounts of others. The
      Consultant is not registered with any agency as a broker-dealer, investment
      advisor or investment manager, and, as a result, is precluded by law from
      providing to the Corporation services which would be considered to be those
      of a
      broker-dealer, investment advisor or investment manager in connection with
      the
      placement, offer or sale of securities of the Corporation. None of the services
      to be provided by the Consultant pursuant to the provisions of this Agreement
      are intended to be or shall be construed as offering or selling securities,
      or
      providing investment, legal or tax advice.  

    


    


    


    


    


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    9.
 Services
      of Consultant Not
      Exclusive. The Consultant may represent, perform services for, and
      be employed by, any additional persons as the Consultant, in the Consultant’s
      sole and absolute discretion, determines to be necessary or appropriate.

    


    10.
 Employment
      of Assistants.  If it
      is necessary for the Consultant to have the aid of 

    assistants
      or the services of other person, in order to perform
      the duties and obligations required of the Consultant pursuant to this
      Agreement, the Consultant may from time to time, employ, engage or retain the
      services of such other person, with the Corporations prior written
      consent.

    


    11.
 Relationship
      Created. The
      Consultant is not an employee of the Corporation for

    any
      purpose whatsoever, but the Consultant is an independent
      contractor.  The Corporation is interested only in the results obtained by
      the Consultant, who shall have the sole and exclusive control of the manner
      and
      means of performing pursuant to this Agreement.  The Corporation shall not
      have the right to require the Consultant to collect accounts, investigate
      customer or shareholder complaints, attend meetings, periodically report to
      the
      Corporation, follow prescribed itineraries, keep records of business transacted,
      make adjustments, conform to particular policies of the Corporation, or do
      anything else which would jeopardize the relationship of independent contractor
      among the Corporation and the Consultant. All expenses and disbursements,
      including, but not limited to, those for travel and maintenance, entertainment,
      office, clerical and general administrative expenses, that may be incurred
      by
      the Consultant in connection with this Agreement shall be borne and paid wholly
      and completely by the Consultant, and the Corporation shall not be in any way
      responsible or liable therefor. 

    


    12.
 Indemnification. Each
      party shall
      save the other party harmless from and against 

    and
      shall indemnify the other party for any liability, loss,
      costs, expenses, or damages however caused by reason of any injury (whether
      to
      body, property, or personal or business character or reputation) sustained
      by
      any person or to any person or to property by reason of any act, neglect,
      default, or omission of such party or any of such party’s agents, employees, or
      other representatives, and, such party shall pay any and all amounts to be
      paid
      or discharged in case of an action or any such liability less costs, expenses,
      or damages.  If either party is sued in any court for damages by reason of
      any of the acts of the other party referred to in this paragraph, such other
      party shall defend said action (or cause same to be defended) at such other
      party’s own expense and shall pay and discharge any judgment that may be
      rendered in any such action; if such other party fails or neglects to so defend
      in said action, the party sued may defend the same and any expenses, including
      reasonable attorneys’ fees, which such party may pay or incur in defending said
      action and the amount of any judgment which such party may be required to pay
      as
      a result of said action shall be promptly reimbursed upon demand. The
      indemnification specified by the provisions of this section shall survive the
      termination of this Agreement.

    


    13.
 Governmental
      Rules and
      Regulations. The provisions of this Agreement and the 

    relationship
      contemplated by the provisions of this Agreement are
      subject to any and all present and future orders, rules and regulations of
      any
      duly constituted authority having jurisdiction of that relationship.

    


    


    14.
 Entire
      Agreement. This Agreement
      is the final written expression and the complete and exclusive statement of
      all
      the agreements, conditions, promises, representations, warranties 

    


    


    


    


    


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    and
      covenants between the parties with respect to the subject
      matter of this Agreement, and this Agreement supersedes all prior or
      contemporaneous agreements, negotiations, representations, warranties,
      covenants, understandings and discussions by and between and among the parties,
      their respective representatives, and any other person, with respect to the
      subject matter specified in this Agreement.  

    


    15.
 Number
      and Gender. Whenever the
      singular number is used in this Agreement, and when required by the context,
      the
      same shall include the plural, and vice versa; the masculine gender shall
      include the feminine and neuter genders, and vice versa; and the word "person"
      shall include corporation, firm, trust, estate, joint venture, governmental
      agency, sole proprietorship, political subdivision, company, congregation,
      organization, fraternal order, club, league, society, municipality, association,
      joint stock company, partnership or other form of entity.

    


    16.
 Execution
      in Counterparts. This
      Agreement may be prepared in multiple copies and forwarded to each of the
      parties for execution.  All of the signatures of the parties may be affixed
      to one copy or to separate copies of this Agreement and when all such copies
      are
      received and signed by all the parties, those copies shall constitute one
      agreement which is not otherwise separable or divisible.

    


    17.
 Assignability. Neither
      party shall
      sell, assign, transfer, convey or encumber this Agreement or any right or
      interest in this Agreement or pursuant to this Agreement, or suffer or permit
      any such sale, assignment, transfer or encumbrance to occur by operation of
      law
      without the prior written consent of the other party.  In the event of any
      sale, assignment, transfer or encumbrance consented to by such other party,
      the
      transferee or such transferee's legal representative shall agree with such
      other
      party in writing to assume personally, perform and be obligated by, the
      covenants, obligations, warranties, representations, terms, conditions and
      provisions specified in this Agreement.

    


    18.
 Severability. In
      the event any
      part of this Agreement or the subject matter of this Agreement, for any reason,
      is determined by a court of competent jurisdiction to be invalid, such
      determination shall not affect the validity of any remaining portion or subject
      matter of this Agreement, which remaining portion or subject matter shall remain
      in full force and effect as if this Agreement had been executed with the invalid
      portion or subject matter thereof eliminated.  It is hereby declared the
      intention of the parties that they would have executed the remaining portion
      or
      subject matter of this Agreement without including any such part, parts, portion
      or subject matter which, for any reasons, may be hereafter determined to be
      invalid.  

    


    19.
 Captions
      and
      Interpretations. Captions of the sections of this Agreement are
      for convenience and reference only, and the works specified therein shall in
      no
      way be held to explain, modify, amplify or aid in the interpretation,
      construction, or meaning of the provisions of this Agreement.  The language
      in all parts to this Agreement, in all cases, shall be construed in accordance
      with the fair meaning of that language as if prepared by all parties and not
      strictly for or against any party.  Each party and counsel for such party
      have reviewed this Agreement.  The rule of construction which requires a
      court to resolve any ambiguities against the drafting party shall not apply
      in
      interpreting the provisions of this Agreement.

    


    


    


    


    


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    20.
 Modification. No
      modification,
      supplement or amendment of this Agreement or of any covenant, representation,
      warranty, condition, or limitation specified in this Agreement shall be valid
      unless the same is made in writing and duly executed by both parties. 

    


    21.
 Further
      Assurances. The parties shall from time to time
      sign and deliver any additional instruments and take any additional actions
      as
      may be necessary to effectuate the intent and purposes of this Agreement.

    


    22.
 Successors
      and Assigns.  This
      Agreement and each of its provisions shall obligate the heirs, executors,
      administrators, successors, and assigns of each of the parties.  Nothing
      specified in this section, however, shall be a consent to the assignment or
      delegation by any party of such party's respective rights and obligations
      created by the provisions of this Agreement.

    


    23.
 Survival
      of Representations and
      Warranties. All representations and warranties made by each party
      to this Agreement shall be deemed made for the purpose of inducing the other
      party to enter into and execute this Agreement.  The representations and
      warranties specified in this Agreement shall survive the termination of this
      Agreement and shall survive any investigation by either party whether before
      or
      after the execution of this Agreement.  

    


    24.
 Concurrent
      Remedies. No right or
      remedy specified in this Agreement conferred on or reserved to the parties
      is
      exclusive of any other right or remedy specified in this Agreement or by law
      or
      equity provided or permitted; but each such right and remedy shall be cumulative
      of, and in addition to, every other right and remedy specified in this Agreement
      or now or hereafter existing at law or in equity or by statute or otherwise,
      and
      may be enforced concurrently therewith or from time to time.  The
      termination of this Agreement for any reason whatsoever shall not prejudice
      any
      right or remedy which any party may have, either at law, in equity, or pursuant
      to the provisions of this Agreement.

    


    25.
 Governing
      Law. This Agreement shall be
      deemed to have been entered into in the City of Vancouver, Province of British
      Columbia, and all questions concerning the validity, interpretation, or
      performance of any of the terms, conditions and provisions of this Agreement
      or
      of any of the rights or obligations of the parties shall be governed by, and
      resolved in accordance with, the laws of the Province of British Columbia,
      without regard to conflicts of law principles.  Any and all actions or
      proceedings, at law or in equity, to enforce or interpret the provisions of
      this
      Agreement shall be litigated in courts having situs within the City of
      Vancouver, Province of British Columbia.  No claim, demand, action,
      proceeding, litigation, hearing, motion or lawsuit resulting from or with
      respect to this Agreement shall be commenced or prosecuted in any jurisdiction
      other than the Province of British Columbia, and any judgment, determination,
      finding or conclusion reached or rendered in any other jurisdiction shall be
      null and void.  Each party hereby consents expressly to the jurisdiction of
      any court located within the Province of British Columbia and consents that
      any
      service of process in such action or proceeding may be made by personal service
      upon such party wherever such party may be then located, or by certified or
      

    


    


    


    


    


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    registered
      mail directed to such party at such party's last known
      address.

    


    26.
 Consent
      to Agreement.  By
      executing this Agreement, each party, for itself represents such party has
      read
      or caused to be read this Agreement in all particulars, and consents to the
      rights, conditions, duties and responsibilities imposed upon such party as
      specified in this Agreement.  Each party represents, warrants and covenants
      that such party executes and delivers this Agreement of its own free will and
      with no threat, undue influence, menace, coercion or duress, whether economic
      or
      physical.  Moreover, each party represents, warrants, and covenants that
      such party executes this Agreement acting on such party's own independent
      judgment and upon the advice of such party's counsel.
                 

    


    


    


    MICRON
      ENVIRO SYSTEMS, INC.,

    CONSULTANT

    a
      Nevada corporation

    


    


    Per:

    /s/
      Bernard McDougall

    /s/
      Jason Gigliotti

    __________________

    ____________________

    Authorized
      Signatory

    Jason
      Gigliotti 

    


    


    


    


    


    


    


    


    


    


    


    


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