CONSULTING AGREEMENT



CONSULTING AGREEMENT


THIS AGREEMENT is entered into as of November 1, 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 #201 B
15225 Thrift Avenue, White Rock, BC Canada, ("Company") and Aaron
Bomke, an individual with a principal address at 12257 134thl Street, Edmonton,
AB Canada ("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:


  
    
      
      
      C To identify and procure qualified customers

      
      C To identify and procure used equipment vendors

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

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

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

      
      C To provide a network of contacts within the
      industry.

      
      C 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


/s/ Nanuk Warman


CONSULTANT

 

Signature: /s/ Aaron Bomke