MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT dated effective as of the 11th day of June, 2010 (the “Effective Date”).

BETWEEN:

	XXX XXXXXX, an individual with an address of 0000 Xxxxx Xxxxxx, Xxxxxx XX 00000

	(the ”Consultant”)

OF THE FIRST PART

AND:

	CALECO PHARMA CORP., a Nevada corporation with an address of 410 – 000 Xxxx Xxxxx Xxxxxx, National Bank Building, Bellingham, WA 98225.

	(the “Company”)

OF THE SECOND PART

WHEREAS:

A. The Company wishes to retain the Consultant to act as the Company’s Chief Financial Officer; and

B. The Consultant has agreed to act as the Company’s Chief Financial Officer on the terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS

1.1 The following terms used in this Agreement shall have the meaning specified below unless the context clearly indicates the contrary:

	(a)	"Consulting Fee" means the consulting fee payable to the Consultant as set forth in Section 5.1;

	(b)	"Securities Act" means the United States Securities Act of 1933, as amended; and

	(c)	"Term" means the term of this Agreement beginning on the Effective Date and ending on the close of business on the date of the termination of this Agreement.

2. ENGAGEMENT AS A CONSULTANT

2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

3. TERM OF THIS AGREEMENT

3.1 The term of this Agreement shall be for one (1) year, commencing on the Effective Date, unless this Agreement is earlier terminated in accordance with the terms of this Agreement or extended by the Board of Directors of the Company.

3.2 If this Agreement is not terminated upon the first anniversary of the Effective Date, the term of this Agreement shall continue on a month-to-month basis until terminated in accordance with the terms of this Agreement.

4. CONSULTING SERVICES

4.1 The Consultant agrees to act as Chief Financial Officer of the Company and to perform the following services and undertake the following responsibilities and duties to the Company as consulting services (the "Consulting Services"):

	(a)	exercising general direction and supervision over the business and financial affairs of the Company;

	(b)	providing overall direction to the management of the Company;

	(c)	reporting directly to the Board of Directors of Company; and

	(d)	performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the board of directors of the Company in the Consultant’s capacity as Chief Financial Officer, provided such duties are within the scope of the Company’s business and implementation of the Company’s business plan.

4.2 The Consultant shall devote such attention and energies to the business affairs of the Company as may be reasonably necessary for the discharge of his duties as Chief Financial Officer, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder.

4.3 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company.

5. CONSULTING FEE

5.1 In consideration of the Consulting Services, the Company shall issue 300,000 shares (the “Shares”) of the Company’s common stock to the Consultant on the Effective Date (the “Consulting Fee”).

5.2 The Consultant represents and warrants to the Company that the Consultant is an "accredited investor" as defined in Rule 501 of Regulation D of the Securities Act.

5.3 The Consultant acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Consultant in accordance with an exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D of the Securities Act based on the representations and warranties of the Consultant in this Agreement.

5.4 The Consultant acknowledges and agrees that the certificates representing the Shares will be “restricted shares”, as contemplated under the Securities Act, and will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”

5.5 After ninety (90) days of the Effective Date, the parties may amend the terms of this Agreement so long as such amendment is evidenced in writing and signed by or on behalf of the parties.

6. REIMBURSEMENT OF EXPENSES

6.1 The Company will pay to the Consultant the reasonable travel and promotional expenses and other specific expenses incurred by the Consultant in provision of the Consulting Services, provided the Consultant has obtained the prior written approval of the Company.

7. TERMINATION

7.1 The Company may terminate this Agreement: (i) at any time on thirty days’ notice; or (ii) without notice upon the occurrence of any of the following events of default (each an “Event of Default”):

	(a)	the Consultant’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct;

	(b)	the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or

	(c)	the Consultant’s refusal to follow lawful directives of the Board,

provided that notice of the Event of Default has been delivered to the Consultant and provided the Consultant has failed to remedy the default within thirty days of the date of delivery of notice of the Event of Default.

7.2 The Consultant may terminate this Agreement at any time upon thirty days’ notice.

7.3 On termination of this Agreement for any reason, all rights and obligations of each party that are expressly stated to survive termination or continue after termination will survive termination and continue in full force and effect as contemplated in this Agreement.

8. PROPRIETARY INFORMATION AND DEVELOPMENTS

8.1 The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consulting Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's markets, customers, products, patents or other intellectual property rights, inventions, procedures, methods, know-how, designs, customers, customer lists, strategies, plans, assets, liabilities, costs, revenues, profits, organization, employees, agents, distributors, financial statements and projections, expansion proposals, or business in general.

8.2 The Consultant hereby expressly acknowledges that any breach or threatened breach by the Consultant of any of the terms set forth in Section 8.1 of this Agreement may result in significant and continuing injury to the Company, the monetary value of which would be impossible to establish, and any such breach or threatened breach will provide the Company with any and all rights and remedies to which it may be entitled under the law, including but not limited to injunctive relief or other equitable remedies.

9. PARTIES BENEFITED; ASSIGNMENTS

9.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant.

10. NOTICES

10.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board of Directors and the Company at its then principal office, or to the Consultant at the address set forth in the above, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 10. Notices shall be deemed given when delivered.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the Sate of Nevada and each party hereto adjourns to the jurisdiction of the courts of the Sate of Nevada.

12. REPRESENTATIONS AND WARRANTIES

12.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

13. MISCELLANEOUS

13.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

13.2 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.

13.3 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto.

13.4 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

13.5 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

13.6 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

13.7 The Consultant acknowledges and agrees that X'Xxxxx Law Group PLLC has acted solely as legal counsel for the Company and that the Consultant has been advised to obtain independent legal advice prior to execution of this Agreement.

13.8 This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

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

/s/ LucVanhal
XXX XXXXXX

CALECO PHARMA CORP.
by its authorized signatory:

/s/ Xxxx Xxxxxxxx
XXXX XXXXXXXX, CEO

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MANAGEMENT CONSULTING AGREEMENT

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