Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 1st day of
March, 2013. 

BETWEEN: 

Enertopia Corporation., a body corporate duly
incorporated under the laws of the State of Nevada, and having its Registered
Office at 950-1130 West Pender, in the City of Vancouver, in the Province/State
of British Columbia, V6E 4A4 

(hereinafter called the "Company") 

OF THE FIRST PART 

AND: 

Mark Snyder, an individual in the State of California,
and having its Registered Office at # 200 12900 Brookprinter PL, Poway, CA
92064. Phone 858.748.4618 

(hereinafter called the "Consultant," or, “Snyder”) 

OF THE SECOND PART 

WHEREAS: 

A. Snyder has served as a (CTO) Chief Technical Officer to the
Company since October 06, 2009; 

B. The Company is desirous of retaining the consulting services
of Snyder as a Chief Technical Officer, on a continuing basis and the Consultant
has agreed to serve the Company as an independent contractor upon the terms and
conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1. The Consultant shall provide scientific and technical
consulting services to the Company, such duties and responsibilities to include; 




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	 	a) 	
      Responsible for the transformation of intellectual
      capital into technology and operations in furtherance of the company’s
      objectives. This CTO position is concerned with the concepts of solutions
      of design & development, operational integrity, technology partnering,
      system support and maintenance.



2. "By virtue of this Agreement, the Company is expecting, and
Snyder is accepting, the responsibility of working consistently, and as needed,
on behalf of the Company. 

3. The basic remuneration of the Consultant for its services
hereunder shall be at the rate of ten United States dollars (US$10.00) per
month, together with any such increments thereto as the Board of Directors of
the Company may from time to time determine, payable on the last business day of
each calendar month. In the event the Company and Snyder mutually agree to such,
the basic remuneration may instead by paid through the issuance of restricted
common shares. The basic compensation covers that time required by the
Consultant to fulfill his tasks.

4. The Consultant shall be eligible to receive stock options,
of a quantity and with a strike price to be determined at the time of granting
and in accordance with the Company’s stock option plan and all regulations,
granted by the Company. Further details of the stock options, including vesting,
will be included within a separate stock option agreement at the time of any
such granting. 

5. The Consultant shall be responsible for the payment of its
income taxes and other remittances including but not limited to any form of
insurance as shall be required by any governmental entity with respect to
compensation paid by the Company to the Consultant. 

6. The terms "subsidiary" and "subsidiaries" as used herein
mean any corporation or company of which more than 50% of the outstanding shares
carrying voting rights at all times (provided that the ownership of such shares
confers the right at all times to elect at least a majority of the Board of
Directors of such corporation or company) are for the time being owned by or
held for the Company and/or any other corporation or company in like relation to
the Company and include any corporation or company in like relation to a
subsidiary. 




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7. The Consultant shall not, either during the continuance of
its contract hereunder or at any time thereafter, disclose the private affairs
of the Company and/or its subsidiary or subsidiaries, or any secrets of the
Company and/or its subsidiary or subsidiaries, to any person other than the
Directors of the Company and/or its subsidiary or subsidiaries or for the
Company's purposes and shall not (either during the continuance of its contract
hereunder or at any time thereafter) use for its own purposes or for any purpose
other than those of the Company any information it may acquire in relation to
the business and affairs of the Company and/or its subsidiary or subsidiaries,
unless required by law. 

8. The Consultant shall well and faithfully serve the Company
or any subsidiary as aforesaid during the continuance of its contract hereunder
and use its best efforts to promote the interests of the Company. 

9. The Consultant agrees with the Company that it will during
the term of his contract hereunder, so long as the Board of Directors of the
Company and Snyder may so desire, request Snyder to serve the Company as an
officer and director without additional remuneration other than normal
director's fees, if any, payable by virtue of the office of director and the
provisions of the Articles of the Company. 

10. This Agreement may be terminated forthwith by the Company
or Snyder without prior notice if at any time: 

	 	(a) 	
      The Company or Snyder shall commit any material breach of
      any of the provisions herein contained; or

	 	 	 
	 	(b) 	
      The Company or Snyder shall be guilty of any misconduct
      or neglect in the discharge of its duties hereunder; or

	 	 	 
	 	(c) 	
      The Company or Snyder shall become bankrupt or make any
      arrangements or composition with its creditors;
or







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	 	(d) 	
      The Principals of the Company or Snyder shall become of
      unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	(e) 	
      The Company or Snyder shall be convicted of any criminal
      offence other than an offence which, in the reasonable opinion of the
      Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
thirty (30) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 10(a), 10(b), 10(c), 10(d), or 10
(e), Snyder will be entitled to any all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 9
months after the date of his termination. 

11. In the event this Agreement is terminated by reason of
default on the part of the Consultant or the written notice of the Company, then
at the request of the Board of Directors of the Company, the Consultant shall
cause Snyder to forthwith resign any position or office which he then holds with
the Company or any subsidiary of the Company. The provisions of paragraph 9
shall survive the termination of this Agreement for a period of 2 years
thereafter. 

12. The Company is aware that the Consultant has now and will
continue to have financial interests in other companies and properties and the
Company recognizes that these companies and properties will require a certain
portion of the Consultant's time. The Company agrees that the Consultant may
continue to devote time to such outside interests, PROVIDED THAT such interests
do not conflict with or hinder Snyder’s ability to perform its duties under this
Agreement. 

13. The services to be performed by the Consultant pursuant
hereto are personal in character, and neither this Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the
previous written consent of the Company. 

14. With the express exception of outstanding options granted
to Snyder as a result of Advisory Services previously performed, and any prior
investment made by Snyder in the Company, any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 




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15. Any notice in writing or permitted to be given to the
Consultant hereunder shall be sufficiently given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant as its last residential address known to the Company. Provided any
such notice is mailed via guaranteed overnight delivery, as aforesaid shall be
deemed to have been received by the Consultant on the first business day
following the date of mailing. Any notice in writing required or permitted to be
given to the Company hereunder shall be given by registered mail, postage
prepaid, addressed to the Company at the address shown on page 1 hereof. Any
such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing provided such
mailing is sent via guaranteed overnight delivery. Any such address for the
giving of notices hereunder may be changed by notice in writing given hereunder.


16. The provisions of this Agreement shall enure to the benefit
of and be binding upon the Consultant and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time, whether by
merger, purchase or otherwise, shall acquire all or substantially all of the
assets or business of the Company. 

17. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement. 

18. This Agreement is being delivered and is intended to be
managed from the Province of British Columbia and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future
laws of the United States of America or current or future regulations set forth
by the United States Securities and Exchange Commission. This Agreement may not
be changed orally, but only by an instrument in writing signed by the party
against whom or which enforcement of any waiver, change, modification or
discharge is sought. 




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19. This Agreement and the obligations of the Company herein
are subject to all applicable laws and regulations in force at the local, State,
Province, and Federal levels in both Canada and the United States. In the event
that there is an employment dispute between the Company and Snyder, Snyder
agrees to allow it to be settled according to applicable Canadian law in an
applicable British Columbia jurisdiction. 

20. This Agreement is in effect on a month to month basis
unless otherwise terminated as noted above. 

IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written. 

SIGNED by: 

____________________________
Robert McAllister,

President and Director, 
Enertopia Corporation. 




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SIGNED by: 

____________________________
Chris Bunka, 
CEO and
Director, 
Enertopia Corporation. 

SIGNED by: 

____________________________
Mark Snyder 
Consultant