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 

    


    AUSTRALIA
      CORPORATION CONSULTING PTY LTD (ABN 24 091 812 574)
      of 61
      Greenford Street, Chapel Hill, Brisbane, Queensland,
      Australia(“you/your”)

    


    


    BACKGROUND

    


    
      	 	
              A.

            	
              EESTech
                is a technology company incorporated in Delaware,
                USA;

            


    

    


    
      	 	
              B.

            	
              EESTech
                is desirous of appointing Australia Corporation Consulting Pty Ltd
                (ACC)
                as a Consultant and Chief Financial Officer to the Company. EESTech
                consents to Mr Ian Hutcheson representing ACC in all financial matters
                and
                that Mr Hutcheson will carry out the responsibilities of the Chief
                Financial Officer of EESTech;

            


    

    


    
      	 	
              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 Chief Financial Officer or 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


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b) 
      You
      must
      return all EESTech property to EESTech on termination.

    

      
        	 	
                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$250,000.00

              


      

      


      
        	 	
                Year
                  Two 

              	
                -
                  USD$250,000.00

              


      

      


      
        	 	
                Year
                  Three

              	
                -
                  USD$250,000.00

              


      

      


      
        	 	
                Year
                  Four

              	
                -
                  USD$250,000.00

              


      

      


      
        	 	
                Year
                  Five 

              	
                -
                  USD$250,000.00

              


      

      


      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 One Million (1,000,000) shares in the company
        unencumbered except for the restriction under Rule 144 of the 1933
        Securities Act.
        as part
        remuneration for your services hereunder (“the shares”). 

      


      


      PART
        C - Issue of Shares

      


      The
        Consultant will be issued an additional One Hundred and Fifty Thousand (150,000)
        shares per annum during the term of the consultancy, by monthly tranches
        of
        Twelve Thousand Five Hundred (12,500) 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/
                  Murray James Bailey............................

                 

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

              


      

      


      


      


      
        	
                SIGNED
                  by
                  the Consultant AUSTRALIA
                  CORPORATION CONSULTING PTY LTD in
                  the presence of:

                 

                 

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

                Witness

              	
                )

                )

                )

                )

                )

              	
                 

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

              


      

      


      
        
           

        

        
          7