Unassociated Document


    CONSULTANCY
      AGREEMENT

    


    This
      agreement is made and entered into this 2nd day of May 2007

    


    Between 

    


    EESTECH
      INC.
      of 23011
      Moulton Parkway, Suite A-10 Laguna Hills, California 02653 United States of
      America (“EESTech”)

    


    And 

    


    MURRAY
      JAMES BAILEY
      of 14
      Southern Cross Drive, Cronin Island, Surfers Paradise, Queensland, Australia
      (“you/your”)

    


    


    BACKGROUND

    


    
      	 	
              A.

            	
              EESTech
                is a technology company incorporated in Delaware,
                USA;

            


    

    


    
      	 	
              B.

            	
              EESTech
                is desirous of appointing you as a Consultant to the company and
                President
                of EESTech on a worldwide basis;

            


    

    


    
      	 	
              C.

            	
              You
                have agreed to accept the position subject to and conditional upon
                the
                terms and conditions of this
                agreement.

            


    

    


    


    OPERATIVE
      PROVISIONS

    


    
      	
              1.

            	
              Position

            


    

    
      	 	
              1.1.

            	
              By
                the execution of this agreement you are appointed as a Consultant
                of
                EESTech and President of EESTech or to such other position as may
                be
                determined by EESTech and agreed to by
                you.

            


    

    


    
      	 	
              1.2.

            	
              You
                are not required to give your full time and attention to this position
                but
                you must give such time and attention to your duties hereunder as
                will
                enable you to fulfill your duties and obligations under this agreement
                to
                the reasonable satisfaction of
                EESTech.

            


    

    


    
      	
              2.

            	
              Commencement,
                Term and Option

            


    

    
      	 	
              2.1.

            	
              Your
                appointment as a Consultant commences on the First day of January
                2007 and
                terminates on the Thirty-First day of December 2012 unless terminated
                earlier pursuant to the terms of this
                agreement.

            


    

    


    
      	 	
              2.2.

            	
              You
                have the option to extend the term of your Consultancy Agreement
                for a
                further period of five (5) years ie. from the First day of January
                2012 to
                the Thirty-First day of December 2017 on the same terms and conditions
                as
                contained in this agreement with the exception of this clause and
                Schedule
                A. During the option period remuneration will be as agreed upon between
                the parties but in no event shall be less than the remuneration set
                out in
                Schedule A increased by twenty-five percent (25%) per annum. You
                must give
                notice of exercise of this option to EESTech in writing not later
                than one
                (1) month prior to the expiration of the term set out in clause
                2.1.

            


    

    


    
      	
              3.

            	
              Remuneration

            


    

    
      	 	
              3.1.

            	
              Particulars
                of your remuneration are set out in Schedule A to this
                agreement.

            


    

    


    
      	
              4.

            	
              Your
                Duties

            


    

    
      	 	
              4.1.

            	
              You
                must:-

            


    

    


    
      	 	
              (a)

            	
              perform
                to the best of your ability and knowledge the duties assigned to
                you by
                EESTech from time to time at such places as EESTech
                requires;

            


    

    


    
      	 	
              (b)

            	
              serve
                EESTech faithfully and diligently to the best of your
                ability;

            


    

    


    
      	 	
              (c)

            	
              act
                always in the best interests of
                EESTech;

            


    

    


    
      	 	
              (d)

            	
              comply
                with all lawful directions given to you by
                EESTech;

            


    

    


    
      	 	
              (e)

            	
              comply
                with all law applicable to your position and the duties assigned
                to you;
                

            


    

    


    
      	 	
              (f)

            	
              report
                to the person or persons nominated by EESTech from time to
                time;

            


    

    


    
      	 	
              4.2.

            	
              Without
                limiting your duties to EESTech, during your consultancy you must
                not:-

            


    

    


    
      	 	
              (a)

            	
              act
                in conflict with the group’s best interests;
                or

            


    

    


    
      	 	
              (b)

            	
              be
                involved in competing with any member of the
                group.

            


    

    


    
      	 	
              4.3.

            	
              Unless
                you are a Director of EESTech, you acknowledge that you have no authority
                to bind, or make representations on behalf of, EESTech, except to
                the
                extent that you are from time to time expressly authorized to do
                so.

            


    

    


    
      	 	
              4.4.

            	
              If
                you become aware of or suspect any unlawful or unethical act or omission
                by any personnel or person associated with EESTech, then you must
                advise
                EESTech immediately.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
               Travel

            


    

    
      	 	
              5.1.

            	
              EESTech
                may require you to travel (including interstate and overseas) on
                EESTech
                business and, as part of this, use such transport as EESTech
                determines.

            


    

    


    
      	
              6.

            	
              Expenses

            


    

    
      	 	
              6.1.

            	
              EESTech
                will pay for or reimburse you for your reasonable work related expenses
                approved by EESTech subject to you providing the appropriate receipts
                or
                tax invoices as required by
                EESTech.

            


    

    


    
      	
              7.

            	
              Confidential
                Information

            


    

    
      	 	
              7.1.

            	
              You
                must keep confidential all confidential information other than
                confidential information that:

            


    

    


    
      	 	
              (a)

            	
              you
                are required to disclose in the course of your duties as a Consultant
                of
                EESTech; or

            


    

    


    
      	 	
              (b)

            	
              you
                are required by law to disclose.

            


    

    


    
      	 	
              7.2.

            	
              You
                must only use confidential information for the purpose of performing
                your
                duties as a Consultant of EESTech and not for personal benefit or
                for that
                of any third party.

            


    

    


    
      	 	
              7.3.

            	
              You
                must immediately notify EESTech of any suspected or actual unauthorized
                use, copying or disclosure of confidential
                information.

            


    

    


    
      	 	
              7.4.

            	
              You
                must provide assistance reasonably requested by EESTech in relation
                to any
                proceedings EESTech may take, or threaten to take, against any person
                for
                unauthorized use, copying or disclosure of confidential
                information.

            


    

    


    
      	
              8.

            	
              Intellectual
                Property Rights

            


    

    
      	 	
              8.1.

            	
              You:

            


    

    


    
      	 	
              (a)

            	
              presently
                assign to EESTech all existing and future intellectual property rights;
                and

            


    

    


    
      	 	
              (b)

            	
              acknowledge
                that by virtue of this clause all such existing intellectual property
                rights are vested in EESTech and, on their creation, all such future
                intellectual property rights will vest in
                EESTech.

            


    

    


    
      	 	
              8.2.

            	
              You
                must disclose all intellectual property rights to
                EESTech.

            


    

    


    
      	 	
              8.3.

            	
              You
                must do all things reasonably requested by EESTech to enable EESTech
                to
                exploit and further assure the rights assigned.


            


    

    


    
      	
              9.

            	
              Termination

            


    

    
      	 	
              9.1.

            	
              You
                may terminate this agreement by giving EESTech four (4) weeks notice
                in
                writing.

            


    

    


    
      	 	
              9.2.

            	
              Without
                limiting EESTech’s rights, this contract may be terminated by EESTech at
                any time immediately if you, (whether before or after the date of
                this
                agreement);

            


    

    


    
      	 	
              (a)

            	
              are
                guilty of serious misconduct, including, without
                limitation:

            


    

    


    
      	 	
              (i)

            	
              wilful,
                or deliberate behaviour by you that is inconsistent with the continuation
                of this consultancy agreement;

            


    

    


    
      	 	
              (ii)

            	
              conduct
                that causes imminent, or serious, risk
                to:

            


    

    


    
      	 	
              A.

            	
              the
                health or safety of a person; or

            


    

    


    
      	 	
              B.

            	
              the
                reputation, viability or profitability of EESTech’s
                business;

            


    

    


    
      	 	
              (iii)

            	
              during
                the course of this agreement, engage in theft, fraud or assault;
                or

            


    

    


    
      	 	
              (b)

            	
              breach
                any provision of this agreement.

            


    

    


    
      	 	
              (c)

            	
              Are
                charged or found guilty by a court of a criminal
                offence;

            


    

    


    
      	 	
              (d)

            	
              You
                are declared bankrupt;

            


    

    


    
      	 	
              9.3.

            	
              Termination
                under this clause does not affect any accrued rights or remedies
                of either
                party.

            


    

    


    
      	 	
              9.4.

            	
              This
                clause 9 prevails over the remainder of this agreement and is not
                limited
                by any other provision of this agreement (including implied
                terms).

            


    

    


    
      	
              10.

            	
              What
                Happens After Termination of this
                Agreement

            


    

    
      	 	
              10.1.

            	
              If
                this agreement is terminated for any
                reason:-

            


    

    


    
      	 	
              (a)

            	
              EESTech
                may set off any amounts you owe EESTech against any amounts EESTech
                owes
                you at the date of termination; and

            


    

    


    
      	 	
              (b)

            	
              You
                must return all EESTech property to EESTech on
                termination.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    
      	 	
              10.2.

            	
              On
                and from the termination of this agreement for any
                reason:

            


    

    


    
      	 	
              (a)

            	
              your
                obligations under clause 7 continue to apply except in respect of
                information that is part of your general skill and knowledge but
                is not a
                trade secret;

            


    

    


    
      	 	
              (b)

            	
              you
                must not record any confidential information in any
                form;

            


    

    


    
      	 	
              (c)

            	
              as
                and when required by EESTech you must disclose any password, security
                access codes or other information used by you in the course of this
                agreement; and

            


    

    


    
      	 	
              (d)

            	
              you
                must not represent yourself as being associated with
                EESTech.

            


    

    


    
      	
              11.

            	
              Restraint

            


    

    
      	 	
              11.1.

            	
              During
                the restraint period, you must not within the restraint
                area:

            


    

    


    
      	 	
              (a)

            	
              Either
                on your own behalf, or on behalf of another solicit, canvass, approach
                or
                accept any approach from any client or customer of EESTech with a
                view to
                obtaining the custom of that client or customer in a firm or business
                that
                is the same as or similar to any part or parts of
                EESTech.

            


    

    


    
      	 	
              (b)

            	
              Interfere
                with the relationship between EESTech and any of its clients, customers,
                employees or contractors; or

            


    

    


    
      	 	
              (c)

            	
              Induce
                or assist any employee or consultant to leave their employment or
                consultancy with EESTech.

            


    

    


    
      	 	
              11.2.

            	
              In
                this clause:

            


    

    


    
      	 	
              (a)

            	
              client
                and customer
                means any client or customer of EESTech with whom you have worked
                or had
                dealings with during the twelve (12) months prior to the date of
                termination of this agreement;

            


    

    


    
      	 	
              (b)

            	
              employee
                and contractor
                means any employee or contractor of EESTech with whom you have worked
                or
                had dealings with at any time during the twelve (12) months prior
                to the
                date of termination of this
                agreement.

            


    

    


    
      	 	
              (c)

            	
              restraint
                area means
                the whole of any country in which EESTech is conducting
                business.

            


    

    


    
      	 	
              (d)

            	
              Restraint
                period means
                the period of three (3) months from the termination of this
                agreement.

            


    

    


    
      	
              12.

            	
              Confidentiality

            


    

    
      	 	
              12.1.

            	
              You
                must keep the terms of this agreement (including your remuneration
                package) and any subsequent amendments confidential. They may not
                be
                disclosed by you to any other person other
                than:

            


    

    


    
      	 	
              (a)

            	
              for
                the purpose of obtaining professional legal or accounting advice;
                or

            


    

    
      	 	
              (b)

            	
              as
                expressly provided by this
                agreement.

            


    

    


    
      	
              13.

            	
              Information
                Technology

            


    

    
      	 	
              13.1.

            	
              EESTech
                notifies you that it may carry out ongoing, intermittent survellance
                of
                the use of computer systems by contractors - including emails, internet
                and files (including files stored on your work computer or
                otherwise).

            


    

    


    
      	
              14.

            	
              Representations

            


    

    
      	 	
              14.1.

            	
              In
                entering into this agreement you are not relying on any representations
                by, or on behalf of, EESTech unless expressly incorporated into this
                agreement.

            


    

    


    
      	
              15.

            	
              Alteration
                of Agreement

            


    

    
      	 	
              15.1.

            	
              This
                agreement may only be altered in writing signed by each
                party.

            


    

    


    
      	
              16.

            	
              Continuation
                of Terms and Conditions

            


    

    
      	 	
              16.1.

            	
              If
                your position with EESTech changes for any reason, then the terms
                of this
                agreement will continue to apply unless expressly varied by the parties
                in
                writing.

            


    

    


    
      	
              17.

            	
              Warranties

            


    

    
      	 	
              17.1.

            	
              You
                warrant that you have disclosed everything to EESTech which may be
                material to EESTech’s decision to enter into this
                agreement.

            


    

    


    
      	 	
              17.2.

            	
              You
                warrant that in entering into this agreement and performing your
                duties
                under this agreement, you will not be in breach of any agreement
                with, or
                an obligation owed to, or infringe the rights of any third
                person.

            


    

    


    
      	
              18.

            	
              Severability

            


    

    
      	 	
              18.1.

            	
              Part
                or all of any clause of this agreement that is illegal or unenforceable
                will be severed from this agreement and the remaining provisions
                of this
                agreement continue in force.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    
      	
              19.

            	
              Waiver

            


    

    
      	 	
              19.1.

            	
              The
                failure of either party at any time to insist on performance of any
                provision of this agreement is not a waiver of its right at any later
                time
                to insist on performance of that or any other provision of this
                agreement.

            


    

    


    
      	
              20.

            	
              Entire
                Agreement

            


    

    
      	 	
              20.1.

            	
              This
                agreement:

            


    

    


    
      	 	
              (a)

            	
              constitutes
                the entire agreement between you and EESTech;
                and

            


    

    


    
      	 	
              (b)

            	
              supersedes
                any prior understanding or agreement between EESTech and you and
                any prior
                condition, warranty, indemnity or representation imposed given or
                made by
                a party.

            


    

    


    
      	
              21.

            	
              Notice

            


    

    
      	 	
              21.1.

            	
              A
                party giving notice under this agreement must do so in writing. Without
                limiting the ways in which a written notice may be sent, a notice
                given in
                accordance with this clause 21 is taken to be
                received:

            


    

    


    
      	 	
              (a)

            	
              If
                hand delivered, on delivery;

            


    

    


    
      	 	
              (b)

            	
              If
                sent by prepaid post, three (3) business days after the date of posting;
                or

            


    

    


    
      	 	
              (c)

            	
              If
                sent by facsimile, when the sender’s facsimile system generates a message
                confirming successful transmission of the total number of pages of
                the
                notice, unless, within eight (8) business hours after that transmission,
                the recipient informs the sender that it has not received the entire
                notice.

            


    

    


    
      	
              22.

            	
              Approvals

            


    

    
      	 	
              22.1.

            	
              Except
                where this agreement expressly states otherwise, a party may, in
                its
                discretion, give conditionally or unconditionally, or withhold any
                approval or consent under this
                agreement.

            


    

    


    
      	
              23.

            	
              Headings

            


    

    
      	 	
              23.1.

            	
              Headings
                are for ease of reference only and do not affect the meaning of this
                agreement.

            


    

    


    
      	
              24.

            	
              Applicable
                Law

            


    

    
      	 	
              24.1.

            	
              This
                agreement is governed by the law of the Commonwealth of Australia
                and the
                parties irrevocably and unconditionally submit to the exclusive
                jurisdiction of the courts of the Commonwealth of
                Australia.

            


    

    


    
      	
              25.

            	
              Defined
                Terms

            


    

    
      	 	
              25.1.

            	
              Agreement
                means this agreement and any agreed amendments
                thereof.

            


    

    


    
      	 	
              25.2.

            	
              EESTech
                personnel
                means any director, officer, employee or contractor of any group
                member.

            


    

    


    
      	 	
              25.3.

            	
              EESTech
                property
                includes:

            


    

    


    
      	 	
              (a)

            	
              any
                property of EESTech including all written or machine readable material,
                software, computers, credit cards, keys, mobile telephones, and security
                passes; and

            


    

    


    
      	 	
              (b)

            	
              any
                document (including any form of electronic record) which includes
                any
                confidential information or which relates to the business of EESTech
                or a
                customer or supplier of any group
                member.

            


    

    


    
      	 	
              25.4.

            	
              Confidential
                Information
                means:

            


    

    
      	 	
              (a)

            	
              all
                confidential information including, but not limited to, information
                and
                material relating to the business, affairs and operations of EESTech
                and
                its customers and clients of which you become aware or generate (both
                before and after the day this agreement is signed) in the course
                of, or in
                connection with, your duties as a Consultant (including confidential
                information belonging to a third party such as a customer, client
                or
                contractor); and

            


    

    


    
      	 	
              (b)

            	
              all
                copies, notes and records based on or incorporating the information
                referred to in paragraph 25.4.(a).

            


    

    


    but
      does
      not include any information that was public knowledge when this agreement was
      signed or became so at a later date (other than as a result of a breach of
      confidentiality by, or involving, you).

    


    
      	 	
              25.5.

            	
              Group
                means
                EESTech and any other company, entity or person which is or becomes
                a
                member of the EESTech group and group means any member of the
                group.

            


    

    


    
      	 	
              25.6.

            	
              Intellectual
                Property Rights
                means all intellectual property rights created or generated by you
                (whether alone or with any other persons) in the course of or in
                connection with your duties as a Consultant (whether before or after
                this
                agreement is signed) including:

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              (a)

            	
              patents,
                copyright, registered designs, trade marks and the right to have
                confidential information kept confidential;
                and

            


    

    


    
      	 	
              (b)

            	
              any
                application or right to apply for registration of any of those
                rights.

            


    

    


    
      	 	
              25.7.

            	
              Performance
                Bonus
                means the bonus by way of share issue to e paid to the Consultant
                pursuant
                to the remuneration provisions of this
                agreement.

            


    

    


    
      	 	
              25.8.

            	
              Remuneration
                means the remuneration set out in Schedule A
                hereto.

            


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    SCHEDULE
      ‘A’

    


    Remuneration

    


    


    PART
      A
      -
Basic
      Consultancy Payments (Cash)

    


    
      	 	
              Year
                One

            	
              -
                USD$350,000.00

            


    

    


    
      	 	
              Year
                Two 

            	
              -
                USD$350,000.00

            


    

    


    
      	 	
              Year
                Three

            	
              -
                USD$350,000.00

            


    

    


    
      	 	
              Year
                Four

            	
              -
                USD$350,000.00

            


    

    


    
      	 	
              Year
                Five 

            	
              -
                USD$350,000.00

            


    

    


    The
      remuneration shall be paid by monthly instalments in arrears, such payments
      to
      commence on and from the commencement of this agreement.

    


    


    PART
      B - Performance Bonus - Issue of Shares

    


    EESTech
      acknowledges and represents that it is in the process of increasing the share
      capital of the company. As soon as practicable after the increase in share
      capital has been approved by the Securities Exchange Commission (SEC), then
      EESTech will issue to you Two Million Five Hundred Thousand (2,500,000) shares
      in the company unencumbered except for the restriction under Rule 144 of the
      1933
      Securities Act.
      as part
      remuneration for your past and present services hereunder (“the shares”).


    


    


    PART
      C - Issue of Shares

    


    The
      Consultant will be issued an additional Two Hundred and Fifty Thousand (250,000)
      shares per annum during the term of the consultancy, by monthly tranches of
      Twenty Thousand Eight Hundred and Thirty-Four (20,834) shares. The first of
      such
      tranches will be issued on the date of commencement of this
      agreement.

    


    


    PART
      D - Employees Share Option Plan

    


    The
      Consultant will be considered an employee for the purposes of the Employee
      Stock
      Option Plan and will be entitled to participate in the Employee Stock Option
      Plan adopted or to be adopted by EESTech.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    Executed
      as a Deed.

    


    
      	
              SIGNED
                for and on behalf of EESTECH
                INC.
                by
                a person duly authorized for that purpose who certifies that he is
                duly
                 authorized in accordance with its constitution:

            	
              )

              )

              )

            	
              .../s/
                Ian Hutcheson.....................................

               

              ................................................................

            


    

    


    


    


    
      	
              SIGNED
                by
                the Consultant MURRAY
                JAMES BAILEY
                in
                the presence of:

               

               

              .../s/
                Maria Vecchio ........................................

              Witness

            	
              )

              )

              )

              )

              )

            	
               

              .../s/
                Murray James Bailey ............................

            


    

    


    
      
         

      

      
        7