Quantum Solar Power Corp.: Exhibit 10.2 - Filed by newsfilecorp.com





CONSULTING AGREEMENT


This AGREEMENT (the "Agreement"), is made and entered
into as of this 30th day of November, 2011, by and between Mirador Consulting
LLC, a Missouri Limited Liability Company, (the "Consultant"), having an address
of 5499 N. Federal Highway, Suite D, Boca Raton, Florida 33487 and Quantum Solar
Power Corp. a Nevada Corporation, having an address of 300-1055 West Hastings
Street, Vancouver, British Columbia, Canada V6E 2E9 (the "Company") (together
the "Parties"). 

WHEREAS, Consultant is in the business of providing
services for management consulting, business advisory, shareholder information
and public relations, and arranging financing for client companies ; 

WHEREAS, the Company deems it to be in its best interest
to retain Consultant to render to the Company such services as may be needed;
and 

WHEREAS, the Parties desire to set forth the terms and
conditions under which Consultant shall provide services to the Company; 

NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, and other good and valid consideration, the
receipt of which is hereby acknowledged, the Parties hereto hereby agree as
follows: . 

1. Term of Agreement 

The Agreement shall remain in effect from the date hereof
through the expiration of a period of six months from the date hereof (the
"Initial Term"), and thereafter may be renewed in six month increments upon the
mutual written consent of the Parties (the Initial Term and any subsequent term
hereinafter collectively referred to as the “Term”). Notwithstanding the
six-month term, this Agreement may be terminated by the Company without cause at
any time on thirty (30) days prior notice to the Consultant. 

2. Nature of Services to be Rendered 

During the Term hereof, and any renewal, Consultant shall (a)
provide the Company with corporate consulting services on a best efforts basis
in connection with mergers and acquisitions, corporate finance, corporate
finance relations, introductions to other financial relations companies and
other financial services; (b) use its best efforts to locate and identify to the
Company private and/or public companies for potential merger with or acquisition
by the Company; (c) contact the Company's existing stockholders, responding in a
professional manner to their questions and following up as appropriate; and (d)
use its best efforts to introduce the Company to various securities dealers,
investment advisors, analysts, funding sources, and other members of the
financial community with whom it has established relationships, and generally
assist the Company in its efforts to enhance its visibility in the financial
community. It is acknowledged and agreed by the Company that Consultant carries
no professional licenses, and is not rendering legal advice or performing
accounting services, nor acting as an investment advisor or brokerage/dealer
within the meaning of applicable state and federal securities laws. The services of Consultant shall not be exclusive nor shall
Consultant be required to render any specific number of hours or assign specific
personnel to the Company or its projects.

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3. Non-Disclosure of Information and Non-Circumvention

Except as otherwise set forth in Paragraph 5 hereof, each of
the Parties, on behalf of itself and its partners (if applicable), members,
agents, affiliates, representatives, successors and assigns (collectively, for
purposes of this paragraph 3, the "Undersigned") hereby acknowledges: 

Any and all information pertaining to the other signatory
hereto and/or its subsidiaries and/or affiliates (collectively, the "Disclosing
Party"), and the Disclosing Party’s operations, assets (including intangible
assets such as intellectual property, etc.), financial condition and/or
financial prospects, including but not limited to any background material and
information, any financial statements and financial projections (including
footnotes and assumptions related thereto), information related to existing or
contemplated product lines, product formulas, patents, patent applications,
licenses, sublicenses, and any technical data or studies related thereto,
designs, trade dress, know-how, investors, lists of distributors, volumes of
case sales and the like, which were supplied to the Undersigned or which shall
hereafter be supplied to the Undersigned, is confidential information (the
“Confidential Information”) and the property of the Disclosing Party. 

Such Confidential Information, whether written or oral, has
been supplied to the Undersigned in the strictest confidence, and, accordingly,
the Undersigned covenants and agrees that it will not, without prior written
consent of the Disclosing Party, either during the term of its business
relationship with the Disclosing Party or after termination of such
relationship, make use of (including, without limitation, by way of entering
into or engaging in, directly or indirectly, through legal or beneficial
ownership in an entity or management control thereof, any activity utilizing or
associated with the assets of the Disclosing Party or the Confidential
Information, except pursuant to a transaction to which the Disclosing Party is a
party) or disclose such Confidential Information for any purpose other than to
render its services to the Disclosing Party or otherwise for the benefit of the
Disclosing Party, unless such information is (i) in or becomes part of the
public domain through no fault of the Undersigned, (ii) without the commission
of any illegal act on behalf of the Undersigned, previously known to the
Undersigned, provided that the source of the information was not bound by a
confidentiality or similar agreement with respect to such information, or (iii)
required to be disclosed by judicial process. 

4. Compensation 

In exchange for the services to be rendered hereunder pursuant
to paragraph 2 hereof by the Consultant to the Company: 

A. The Consultant shall purchase and the Company shall cause to
be transferred to the Consultant and aggregate of 400,000 shares of the
Company's' common stock (symbol: QSPW) (the “Stock”) which shall bear a
restrictive legend. The Consultant has executed an Investment Representation
Letter which is attached hereto and made a part hereof by reference. The Stock
will be purchased by and issued to the Consultant on the following basis: 

	 	(i) 	
      200,000 Shares on execution of this
  Agreement;



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	 	(ii) 	
      200,000 Shares after the three month anniversary of
      execution of this Agreement, unless this Agreement has been terminated
      prior to that date.



B. The Consultant shall act as a finder for the Company and,
subject to the terms and conditions set forth herein, anticipates that it may,
if it deems it appropriate and feasible: (1) familiarize itself with the
business, operations, management, properties, financial condition, and the
prospects of the Company; (2) present to the Company any entity or person who
may be interested in participating in the financing either as a broker-dealer or
principal; and (3) upon request from the Company, attempt to arrange for the
introduction of the Company to the prospective broker or principal. 

Except for performing the services described above, the parties
understand and agree that the Consultant shall not participate in a financing or
in any way participate in the negotiation or closing of any financing, or
respond to any inquiries concerning the financing, or give any advice in
connection with the financing. The Consultant does not act as a placement agent
relating to the placement of any public or private offering of securities
considered or consummated in connection with any Financing. 

5. Representations and Warranties of the Consultant 

In order to induce the Company to enter into this Agreement,
the Consultant hereby makes the following unconditional representations and
warranties: 

A. In connection with its execution of and performance under
this Agreement, the Consultant has not taken and will not take any action that
will cause it to become required to make any filings with or to register in any
capacity with the Securities and Exchange Commission (the "SEC"), the National
Association of Securities Dealers, Inc. (the "NASD") the securities commissioner
or department of any state, or any other regulatory or governmental body or
agency. 

B. Neither the Consultant nor any of its principals is subject
to any sanction or restriction imposed by the SEC, the NASD, any state
securities commission or department, or any other regulatory or governmental
body or agency, which would prohibit, limit or curtail the Consultant's
execution of this Agreement or the performance of its obligation hereunder. 

C. Consultant's receipt of shares pursuant to this Agreement is
an investment made for its own account. The Consultant is permitted to provide
consulting services to any corporation or entity engaged in a business identical
or similar to the Company's. 

6. Duties of the Company 

A. The Company will supply Consultant, on a regular and timely
basis, with all approved data and information about the Company, its management,
its products, and its operations as reasonably requested by Consultant and which
the Company can obtain with reasonable effort; and Company shall be responsible
for advising Consultant of any material facts which would affect the accuracy of
any prior data and information previously supplied to Consultant so that the
Consultant may take corrective action. 

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B. Upon the Consultant having met the requirements for resale
of the Company’s stock pursuant to Rule 144 (hereinafter defined), the
Consultant's counsel shall, provide an opinion letter to the Transfer Agent for
the Company's Restricted Stock addressing the permissible resale of the
Restricted Stock (pursuant to Rule 144 of the Securities Act of 1933, as amended
(the" 1933 Act")) transferred to the Consultant under this Agreement. The
Company agrees to instruct the Transfer Agent for the Company to issue
free-trading shares immediately upon receipt of the opinion. 

7. Representations and Warranties of the Company 

In order to induce the Consultant to enter into this Agreement,
the Company hereby makes the following unconditional representations and
warranties: 

A. Company is not subject to any restriction imposed by the SEC
or by operation of the 1933 Act, the Securities Exchange Act of 1934, as amended
(the “1934 Act”), or any of the rules and regulations promulgated under the 1933
Act or the 1934 Act which prohibit its execution of this Agreement or the
performance of its obligations to the Consultant set forth herein. The Company
has not been sanctioned by the SEC, the NASD or any state securities
commissioner or department in connection with any issuance of its securities.
All payments required to be made on time and in accordance with the payment
terms and conditions set forth herein.

B. Company acknowledges that the Consultant does not guarantee
its ability to cause any contract or merger or acquisition with any corporate
candidate. 

8. Compliance with Securities Laws 

A. The Parties acknowledge and agree that the Company is
subject to the requirements of the 1934 Act, and that the 1933 Act, the 1934
Act, the rules and regulations promulgated there-under and the various state
securities laws (collectively, "Securities Laws") impose significant burdens and
limitations on the dissemination of certain information about the Company by the
Company and by persons acting for or on behalf of the Company. Each of the
Parties agrees to comply with all applicable Securities Laws in carrying out its
obligations under the Agreement; and without limiting the generality of the
foregoing, the Company hereby agrees (i) all information about the Company
provided to the Consultant by the Company, which the Company expressly agrees
may be disseminated to the public by the Consultant in providing any public
relations or other services pursuant to the Agreement, shall not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made, in light of the circumstances in which they were
made, not misleading, (ii) the Company shall promptly notify the Consultant if
it becomes aware that it has publicly made any untrue statement of a material
fact regarding the Company or has omitted to state any material fact necessary
to make the public statements made by the Company, in light of the circumstances
in which they were made, not misleading, and (iii) the Company shall promptly
notify the Consultant of any "quiet period" or "blackout period" or other
similar period during which public statements by or on behalf of the Company are
restricted by any Securities Law.

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B. Each Party (an "indemnifying party") hereby agrees, to the
full extent permitted by applicable law, to indemnify and hold harmless the
other Party (the "indemnified party") for any damages caused to the indemnified
party by the indemnifying party's breach or violation of any Securities Law,
except to the extent that the indemnifying party's breach or violation of a
Securities Law is caused by the indemnified party's breach or violation of the
Agreement, or any Securities Law. 

9. Expense Reimbursement 

Consultant shall be entitled to receive cash reimbursement, and
the Company shall provide cash reimbursement, of all reasonable and necessary
cash expenses paid by the Consultant on behalf of the Company in performance of
its own duties hereunder. Such expenses shall include, without limitation,
reasonable expenses for communications, deliveries and travel. In no event,
however, shall the Consultant incur on behalf of the Company any expense without
the prior written consent of the Company. In addition, Consultant shall provide
to the Company reasonable supporting documentation with any request for expense
reimbursement.

10. Indemnification of Consultant by the Company 

In the event the Consultant is subject to any action, claim or
proceeding resulting from the Company's gross negligence or intentional breach
of its representations, warranties or agreements made hereunder, Company agrees
to indemnify and hold harmless the Consultant from any such action, claim or
proceeding. Such indemnification shall include all fees and costs including
reasonable attorney fees which the Consultant may incur. Consultant shall have
the right to designate its own counsel for representation arising out of any
indemnification. 

11. Indemnification of the Company by the Consultant


In the event the Company is subject to any action, claim or
proceeding resulting from the Consultant's gross negligence or intentional
breach of its representations, warranties or agreements made hereunder,
Consultant agrees to indemnify and hold harmless the Company from any such
action, claim or proceeding. Such indemnification shall include all fees and
costs including reasonable attorney fees which the Company may incur. Company
shall have the right to designate its own counsel for representation arising out
of any indemnification. 

12. Applicable Law 

It is the intention of the parties hereto that this Agreement
and the performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the State of
Florida and that any action, special proceeding or other proceedings brought
arising out of, in connection with or by reason of this Agreement, shall be
brought in the courts of Palm Beach County, Florida. The Parties agree that no
party shall attempt to circumvent this choice of venue by alleging that any
portion of the Agreement is void or voidable.

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13. Entire Understanding 

The Agreement contains the entire understanding of the Parties
  with regard to the subject matter hereof, superseding any and all prior
  agreements or understandings whether oral or written, and no further or
  additional agreements, promises, representations or covenants may be inferred or
  construed to exist between the Parties. 

14. No Assignment or Delegation Without Prior Approval


No portion of the Agreement or any of its provisions may be
assigned, nor obligations delegated, to any other person or party without the
prior written consent of the Parties except by operation of law or as otherwise
set forth herein. 

15. Survival of Agreement 

The Agreement and all of its terms shall inure to the benefit
of any permitted assignees of or lawful successors to either Party; provided
that the obligations of either Party hereunder may not be assigned without the
prior written consent of the other Party. 

16. Independent Contractor 

Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be considered as creating
an employer-employee relationship between the parties to this Agreement. This is
not a joint venture. 

17. No Amendment Except in Writing 

Neither the Agreement nor any of its provisions may be altered
or amended except in a dated writing signed by the Parties. 

18. Waiver of Breach 

No waiver of any breach of any provision hereof shall be deemed
to constitute a continuing waiver or a waiver of any other portion of the
Agreement. 

19. Severability of the Agreement 

Except as otherwise provided herein, if any provision hereof is
deemed by arbitration or a court of competent jurisdiction to be legally
unenforceable or void, such provision shall be stricken from the Agreement and
the remainder hereof shall remain in full force and effect. 

20. Counterparts and Facsimile Signature 

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of
this Agreement by such party. Such facsimile copies shall constitute enforceable
original documents. 

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21. No Construction Against Drafter 

The Agreement shall be construed without regard to any
presumption requiring construction against the Party causing the drafting
hereof. 

          IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, effective as of the date set forth above. 

MIRADOR CONSULTING LLC 

	by:	/s/ Frank Benedetto	 
	 	Frank Benedetto, Managing Member
    	 


QUANTUM SOLAR POWER CORP. 

	by:	/s/ Daryl J. Ehrmantraut	 
	 	Daryl J. Ehrmantraut, Chief
      Operating Officer 	 


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