CONSULTING AGREEMENT




CONSULTING AGREEMENT

 


THIS AGREEMENT is
entered into as of ________________, 2001 by and between Neutron Enterprises,
Inc., a corporation organized and existing under the laws of the State of
Nevada, having its principal place of business at
______________________________, ("Company") and
______________________, an individual with a principal address at
__________________________ ("Consultant").

 

WITNESSETH:

 

In consideration of
the premises and mutual covenants hereinafter contained, the parties hereto
agree as follows:

 

1. THE SERVICES

 

The Consultant agrees
to continue to provide expert advice and consultation in matters relating to the
heavy equipment sales and service industry. Consultant has assured the Company
he has the required skills as listed below that will allow the Consultant to
provide the services required:

 


  
    
      
      
       To
      identify and procure qualified customers

      
      - To
      identify and procure used equipment vendors

      
      - To
      identify and procure ancillary service providers and industry business to
      business associates

      
      - To
      help establish an effective and efficient marketing and distribution model

      
      - To
      provide working knowledge of the retail and wholesale used equipment
      industry

      
      - To
      provide a network of contacts within the industry.

      
      - To
      provide knowledge of the products and services of the industry on which
      the Company should concentrate

      

    

  



 

2. WORK FOR HIRE

 

a. It is the
intention of the parties hereto that all rights, including without limitation
copyright in any reports, surveys, marketing promotional and collateral
materials prepared by the Consultant pursuant to the terms of this Agreement, or
otherwise for Company (hereinafter "the Work") vest in Company. The
parties expressly acknowledge that the Work was specially ordered or
commissioned by Company, and further agree that it shall be considered a
"Work Made for Hire" within the meaning of the copyright laws of the
United States and that Company is entitled as author to the copyright and all
other rights therein, throughout the world, including, but not limited to, the
right to make such changes therein and such uses thereof, as it may determine in
its sole and absolute discretion.

 

b. If, for any
reason, the Work is not considered a work made for hire under the copyright
laws, then the Consultant hereby grants and assigns to Company, its successors
and assigns, all of its rights, title, and interest in and to the Work,
including, but not limited to, the copyright therein throughout the world (and
any renewal, extension or reversion copyright now or hereafter provided), and
all other rights therein of any nature whatsoever, whether now known or
hereafter devised, including, but not limited to the right to make such changes
therein, and such uses thereof, as Company may determine.

 

3. PROPRIETARY
INFORMATION

 

a. For purposes of
this Agreement, "proprietary information" shall mean any information
relating to the business of Company or any entity in which Company has a
controlling interest and shall include (but shall not be limited to) information
encompassed in all drawings, designs, programs, plans, formulas, proposals,
marketing and sales plans, financial information, costs, pricing information,
customer information, and all methods, concepts or ideas in or reasonably
related to the business of Company.

 

b. Consultant agrees
to regard and preserve as confidential, all proprietary information, whether
Consultant has such information in memory or in writing or other physical form.
Consultant shall not, without written authority from Company to do so, directly
or indirectly, use for the benefit or purposes, nor disclose to others, either
during the term of its engagement hereunder or thereafter, except as required by
the conditions of Consultant's engagement hereunder, any proprietary
information.

 

c. Consultant shall
not disclose any reports, recommendations, conclusions or other results of the
Services or the existence or the subject matter of this contract without the
prior written consent of Company. In Consultant's performance hereunder,
Consultant shall comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm or
corporation.

 

d. The Consultant
expressly agrees that the covenants set forth in this Paragraph are being given
to Company in connection with the engagement of the Consultant by Company and
that such covenants are intended to protect Company against the competition by
the Consultant, within the terms stated, to the fullest extent deemed reasonable
and permitted in law and equity. In the event that the foregoing limitations
upon the conduct of the Consultant are beyond those permitted by law, such
limitations, both as to time and geographical area, shall be, and be deemed to
be, reduced in scope and effect to the maximum extent permitted by law.

 

e. The foregoing
obligations of this Paragraph shall not apply to any part of the information
that (i) has been disclosed in publicly available sources of information, (ii)
is, through no fault of the Consultant, hereafter disclosed in publicly
available sources of information, (iii) is now in the possession of Consultant
without any obligation or confidentiality, or (iv) has been or is hereafter
lawfully disclosed to Consultant by any third party, but only to the extent that
the use or disclosure thereof has been or is rightfully authorized by that third
party.

 

4. INJUNCTIVE
RELIEF.

 

Consultant
acknowledges that the injury to Company resulting from any violation by it of
any of the covenants contained in this Agreement will be of such a character
that it cannot be adequately compensated by money damages, and, accordingly,
Company may, in addition to pursuing its other remedies, obtain an injunction
from any court having jurisdiction of the matter restraining any such violation;
and no bond or other security shall be required in connection with such
injunction.

 

5. FEES AND
REIMBURSEMENT OF CERTAIN EXPENSES

 

a. Company shall pay
Consultant a consulting fee of two hundred fifty dollars ($250) per day, as
needed by the Company. The Company will notify the Consultant at least two days
prior to the date(s) needed. This payment will be made as soon as the Company
receives funding from debt or equity sources, but such payment will not be made
from the proceeds the Company receives from the sale of any stock registered
with the Securities and Exchange Commission..

 

b. The Consultant
shall provide to the Company on the first day of every month an outline as to
the Services that will be performed that month. Within ten (10) days from the
end of each and every month, Consultant will provide to Company a statement as
to the work that was performed for the prior month.

 

c. If in reviewing
the statements made by the Consultant to the Company that are required within
ten (10) days after the close of a business month, Company determines that
Consultant is not making sufficient progress in order to complete work for which
Consultant was hired within a reasonable time, the Company will give written
notice to Consultant. Consultant shall have fifteen (15) days to complete the
work required and provide further reports to the Company.

 

6. BENEFITS

 

The Consultant, as an
independent contractor, shall not be entitled to any other benefits other than
the fees and reimbursement of expenses provided under Paragraph 2 of this
Agreement.

 

7. DUTY TO REPORT
INCOME

 

The Consultant
acknowledges and agrees that it is an independent contractor and not an employee
of the Company and that it is Consultant's sole obligation to report as income
all compensation received from Company pursuant to this Agreement. The
Consultant further agrees that the Company shall not be obligated to pay
withholding taxes, social security, unemployment taxes, disability insurance
premiums, or similar items, in connection with any payments made to the
Consultant pursuant to the terms of this Agreement.

 

8. TERM

 

This Agreement shall
be effective beginning as of November 1, 2001, and shall continue until date of
delivery of completed product and Services; provided, however, that either
Company or Consultant may terminate this Agreement in whole or in part at any
time upon thirty (30) days' written notice to the other party. In the event of
termination or upon expiration of this Agreement, Consultant shall return to
Company any and all equipment, documents or materials, and all copies made
thereof, which Consultant received from Company for the purposes of this
Agreement and the Company shall pay to Consultant the amounts provided in
Paragraph 5 hereof through the date of such termination or expiration.

 

9. INDEMNIFICATION

 

The Consultant shall
indemnify and save Company harmless from and against all claims arising in favor
of any person, firm or corporation on account of personal injury or property
damage in any way resulting from the improper or illegal acts of Consultant, its
employees or agents. The foregoing indemnity shall include all costs incurred by
Company, including reasonable attorneys' fees.

 

10. NOTICES

 

All notices and
billings shall be in writing and sent via first class mail to the respective
addresses of the parties set forth at the beginning of this Agreement or to such
other address as any party may designate by notice delivered hereunder to the
other party.

 

11. GENERAL

 

a. The terms and
conditions of Paragraphs 3, 4 and 5 hereof shall survive the termination of this
Agreement or completion of the Services as the case may be.

b. Neither the
Company nor Consultant shall assign this Agreement or delegate its duties
hereunder and shall not subcontract any of the Services to be performed
hereunder without the prior written consent of the other party hereto.

c. Consultant shall
perform the Services as an independent contractor and shall not be considered an
employee of Company or Partner, joint venturer or otherwise related to Company
for any purpose.

d. This Agreement
shall be governed by the laws of the State of Nevada.

e. This Agreement
constitutes the entire understanding between Consultant and Company respecting
the Services described herein. The terms and conditions of any purchase order
shall have no effect upon this Agreement and shall be used for accounting
purposes only.

f. The failure of
either party to exercise its rights under this Agreement shall not be deemed to
be a waiver of such rights or a waiver of any subsequent breach.

g. Any delay or
nonperformance of any provision of this Agreement caused by conditions beyond
the reasonable control of the performing party shall not constitute a breach of
this Agreement, provided that the delayed party has taken reasonable measures to
notify the other of the delay in writing. The delayed party's time for
performance shall be deemed to be extended for a period equal to the duration of
the conditions beyond its control. "Conditions beyond a party's
reasonable control" include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure of
subcontractors and inability to obtain materials shall not be considered a
condition beyond a party's reasonable control.

h. Non-Solicitation
of Consultant's Employees: Company agrees not to knowingly hire or solicit
Consultant's employees during performance of this Agreement and for a period of
two years after termination of this Agreement without Consultant's written
consent.

i. Mediation and
Arbitration: If a dispute arises under this Agreement, the parties agree to
first try to resolve the dispute with the help of a mutually agreed-upon
mediator in Vancouver, British Columbia, Canada. The parties shall share any
costs and fees, other than attorney fees associated with the mediation, equally.
If the dispute is not resolved through mediation, the parties agree to submit
the dispute to binding arbitration in Vancouver, British Columbia, Canada under
the rules of the American Arbitration Association. Judgment upon the award
rendered by the arbitrator may be entered in any court with jurisdiction to do
so.

j. Attorney Fees:
If any legal action is necessary to enforce this Agreement, the prevailing party
shall be entitled to reasonable attorney fees, costs and expenses.

k. Complete
Agreement: This Agreement together with all exhibits, appendices or other
attachments, which are incorporated herein by reference, is the sole and entire
Agreement between the parties. This Agreement supersedes all prior
understandings, agreements and documentation relating to such subject matter. In
the event of a conflict between the provisions of the main body of the Agreement
and any attached exhibits, appendices or other materials, the Agreement shall
take precedence. Modifications and amendments to this Agreement, including any
exhibit or appendix hereto, shall be enforceable only if they are in writing and
are signed by authorized representatives of both parties.

 

IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the date first above
written.

 

 

NEUTRON ENTERPRISES,
INC.

 

Nanuk Warman

President

 

_______________________________________

 

CONSULTANT

 

 


Signature:
_______________________________