CONSULTING AGREEMENT BETWEEN ABATTIS BIOLOGIX CORPORATION AND TERENCE FEALEY

CONSULTING AGREEMENT BETWEEN ABATTIS BIOLOGIX CORPORATION AND

XXXXXXX XXXXXX

THIS AGREEMENT made as of the 1st day of March 2012.

AMONG:

ABATTIS BIOLOGIX CORPORATION, a corporation incorporated under the laws of the Province of British Columbia and having its registered office at 000 - 000 Xxxxxxxx Xx. Xxxxxxxxx, XX X0X 0X0

(The "Company")

AND:

OF THE FIRST PART

XXXXXXX XXXXXX, an individual having his residence at 000 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxx, X.X.X. 00000

("XXXXXX")

OF THE SECOND PART

WHEREAS:

X. XXXXXX provides consulting and research and development services to Biotechnology, Pharmaceutical/Consumer Package Goods companies;

B. the Company wishes to retain XXXXXX as Senior Industry Advisor and as acting Chief Innovation Officer on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the material promises and conditions contained in this Agreement, the parties hereto covenant and agree each with the other as follows:

1. Engagement. The Company hereby engages XXXXXX and XXXXXX hereby accepts the engagement upon the terms and conditions hereinafter set forth.

2. Term of Engagement. Subject to the provisions for termination as hereinafter provided, the term of engagement shall be for a period of 3 years commencing on the date first written above and ending on MARCH 1ST, 2015. This Agreement may be extended on such terms as mutually agreed between the parties, providing written notice of such terms are agreed to at least 5 days prior to the expiry of the then applicable term of this Agreement, otherwise subject to the terms of this Agreement, this Agreement will not expire except if terminated by XXXXXX.

3. Services. XXXXXX agrees to provide such Advisory consulting services relating to the Company business as the Company may reasonably require on the terms and conditions contained in this Agreement.

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3.1 Nothing contained in this Agreement shall prohibit XXXXXX from providing services to any other company, firm, entity or individual, which do not materially conflict or interfere with the services to be provided by XXXXXX under this Agreement.

3.2 It is understood that the amount of time and effort required by XXXXXX shall be that amount of time required to sufficiently perform the needed duties. However, nothing contained in this Agreement shall require that XXXXXX be required to put forth 100% of its time in tie services required under this Agreement.

3.3 General Covenants. XXXXXX covenants and agrees that in performing the services described in Schedule "A" and any other such services as may be designated from tune to time by the Company, it will:

i. act with reasonable care, skill and diligence;

ii. act honestly;

iii. use his best endeavours to further the interests of the Company;

iv. act in accordance with relevant Canadian laws and regulations;

v. comply with high professional standards and integrity; and

vi. observe and conform to all commercially reasonable lawful orders and directions and instructions as from time to time shall be given to them.

4. Compensation

4.1 Stock Options. At the discretion of the Company, you may, from time to time, be granted options to purchase common shares of the Company under the terms as defined in the corporate option plan. Terms of any option granted to you including the number of shares, purchase price and term of the options will be communicated to yon upon granting of the option. On signing of this Agreement you will be granted, subject to Board approval, options to purchase common shares of the Company at a strike price to be set by the Board and subject to exchange approval. Options will expire five years from the date of grant. Should yon or the company terminate this Agreement, yon will have 90 days to exercise any options not already exercised. At the discretion of the Board of Directors additional grants of stock options may be provided to XXXXXX from time to time in association with or independent of remuneration reviews, performm1ce bonuses, and assignment of additional responsibilities.

4.2 Monetary compensation. The Company will pay XXXXXX a fee of $8,000, payable monthly in advance, upon presentment of an invoice and subject to change by mutual agreement. XXXXXX agrees to assist the Company with cash flow and accrue fees to a minimum of $60,000 and a target of 25% of the $96,000 annual amount in cash and balance in stock XXXXXX may agree to accrue the entire monthly fee at his discretion.

4.3 XXXXXX shall be further be paid success bonuses from time to time based on reaching agreeable milestones set prior in mutual agreement between XXXXXX and approved by the Board of Directors.

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4.4 Reimbursement for Expenses. Under this Agreement the Company shall reimburse XXXXXX for reasonable traveling and other expenses inclusive of cellular telephone expenses, actually and properly incurred in connection with the performance of the prescribed duties and functions, such reimbursement to be made in accordance with, and subject to, the policies and/or Guidelines of the Company from time to time. For all such expenses XXXXXX will be required to keep proper accounts and to furnish statements, receipts, vouchers and/or other supporting documents to the Company within 30 days after the date the expenses are incurred.

5. Independent Contractor.

5.1 XXXXXX shall be an independent contractor and shall have responsibility for and control over the details and means of performing services as set forth in Schedule "A";

5.2 XXXXXX acknowledges that it shall not be entitled to any sickness pay, long service leave, holiday pay or other entitlement except the remuneration as set forth in paragraph 4 of this Agreement;

5.3 The Company is only interested in the results of the work carried out by XXXXXX and not the manner in performance thereof and does not desire to direct or control the same. However, the work contemplated and the services rendered must meet the approval of the Company, as applicable, and shall be subject to the Company's, as applicable, general right of inspection.

6. Income Tax. XXXXXX acknowledges that it will be solely responsible for paying income tax in respect to all amounts payable to XXXXXX under this Agreement.

7. Termination of Engagement.

7.1 Termination with cause. The Company may terminate this agreement for cause providing XXXXXX with 30 days notice. In this event the Company shall provide XXXXXX with a payment equal to three (3) months additional momentary consideration as listed in 4.2, over and above the 30-day notice period. XXXXXX may at any time during the Term of Engagement terminate this Agreement without cause, by providing 30 days written notice to the Company to which the Company shall have no further obligate past the notice period. Upon termination of this Agreement, any of the options that XXXXXX would have been entitled to pursuant to Section 4 above, will expire and or be subject to 4.1 above.

7.2 Termination due to Change of Control. In the event of such termination by reason of change of control, the following. provisions shall apply:

(i) XXXXXX shall be deemed to have been granted and available for immediate exercise any options, rights, or other entitlements issued by the Company or any affiliate of it for the purchase or acquisition of shares in the capital of the Company or any affiliate thereof, whether or not such options, rights, warrants or other entitlements may then be exercised, provided that any options, rights, warrants or other entitlements which are required to be exercised upon notice after being available to you, they shall be exercised within a period of not less than twelve months of the date of termination or shall lapse and be void and of no further force and effect;

(ii) XXXXXX shall be entitled to receive a termination payment in the amount equal to l month of consideration as provide for under section 4.2.

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(b) Change in Control shall mean, for the purposes of this section, any one of the following:

(i) the acquisition or continuing ownership by any person or persons acting jointly or in concert, directly or indirectly, of common shares or of convertible securities which, when added to all of the securities of the Company at the time held by such person or persons, or persons associated or affiliated with such person or persons within the meaning of the Canada Business Corporations Act (collectively, the "Acquirers'"), and assuming the conversion, exchange or exercise of convertible securities beneficially owned by the Acquirers, results in the Acquirers beneficially owning shares that would, notwithstanding any agreement to the contrary, entitle the voters thereof for the first time to cast more than 60% of the votes attaching to all shares in the capital of the Employer that may be cast to elect directors;

(ii) the exercise of the voting power of all or any shares of the Company so as to cause or result in the election of a majority of directors of the Company who were not incumbent directors;

(iii) the sale, lease, exchange or other disposition of all or substantially all of the Company's assets; or

(iv) an amalgamation, merger, arrangement or other business combination involving the Company that results in the security holders of the parties to the business combination other than the Company owning, directly or indirectly, shares of the continuing entity that entitle the holders thereof to cast more than 51% of the votes attaching to all shares in the capital of the continuing entity that may be cast to elect directors.

(c) A termination by reason of change of control shall mean a termination which occurs within the first anniversary of the event constituting the change of control and that is other than for Just Cause and conducted for the purposes of reorganization of the Company by reason of the change of control.

7.3 Death or disability. This Agreement shall forthwith terminate on the death or incapacity of XXXXXX.

8. Property of the Company. XXXXXX hereby acknowledges and agrees that all company property, including without limitation, all books, manuals, records, reports, notes contracts, lists, and other documents, proprietary information (as defined below), copies of any of the foregoing, and equipment furnished to or prepared by XXXXXX in the course of or incidental to its engagement, including without limitation, records and any other material pertaining to the Company or its business, or belonging to the Company shall be promptly returned to the Company upon termination of the Term of Engagement.

9. Proprietary Information and Non-Competition

Both parties undertake to keep confidential the terms and conditions of this Agreement, except for those disclosures required by law. Both parties undertake not to divulge to clients, partners, customers and business relations the terms of this agreement or Company Proprietary Information, unless such disclosure is otherwise mutually agreed upon in writing.

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Company Proprietary Information. "Company Proprietary Information" means information about the Company disclosed to XXXXXX, alone or with others, in connection with his engagement by the Company, which is not generally known to the industry in which the Company is or may become engaged about the Company's products, processes, and services, including but not limited to, information relating to customers, sources of supply, personnel, sources of methods of financing, marketing, pricing, merchandising, interest rates or sales.

During the Term of Engagement, XXXXXX shall inform the Company in writing and obtain approval oft he Company, on an ongoing basis, of the details of any other engagements or transactions, which would result in a conflict with the business of the Company.

10. Assignment, Successor and Assigns

XXXXXX agrees that he will not assign, transfer or otherwise dispose of any rights or obligations under this Agreement, except to an officer of Abattis Biologix Corp. Any such purported assignment or transfer other than to Abattis Biologix Corp. shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any affiliated company. Subject to the foregoing, this Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

11. General Provisions

i. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the address appearing in the introductory section of this Agreement, but each party may change that address by written notice in accordance with this section. Notice delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated two days after the date of mailing.

ii. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of XXXXXX by the Company, and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement, shall be valid or binding on either party.

iii. The parties hereto agree and warrant to use best efforts, due diligence, and to maintain full disclosure of all matters of1he business and conduct of the parties with respect to this Agreement.

iv. Any modification of this Agreement will be effective only if it is in writing and signed by the party to be bound thereby.

v. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right to power for all or any other times.

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vi. If any provision to this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

vii. This Agreement shall be construed and in all respects governed by the laws of the Province of British Columbia and the laws of Canada applicable to British Columbia and is subject to the exclusive jurisdiction of the Courts of the Province of British Columbia.

viii. The parties hereto agree to execute and to cause to be effected. such additional documents or matters as shall be required to fully and effectually achieve the intent hereof and to achieve matters collateral hereto including, but not limited to, necessary corporate resolutions, necessary regulatory filings, or such other matters required between the parties that are necessary to effect the intent of this Agreement and matters collateral.

ix. If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality or enforceability of such provision shall not in any way be .affected of impaired thereby in any other jurisdiction, and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

x. This Agreement may be executed in any number of counterparts and by facsimile transmission with the same effect as if all parties hereto had signed the same document. All counterparts will be construed together and constitute one and the same agreement.

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

ABATTIS BIOLOGIX CORPORATION per: /s/ Xxxx Xxxxxxx	) ) ) )
Authorized Signatory	)

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SIGNED, SEALED AND DELIVERED by XXXXXXX XXXXXX in the presence of:   /s/ Xxxxxxx Xxxxxx Signature   Xxxxxxx Xxxxxx Name   000 Xxxxxxxx Xx Xx Xxxxxxx   Xxxxxxxx, XX 00000 Address   Consultant Occupation ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )       /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx    

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SIGNED, SEALED AND DELIVERED by XXXXXXX XXXXXX in the presence of:     Signature     Name     Address     Address     Occupation ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

SCHEDULE "A"

to the Consulting Agreement dated January 10^th, 2012

between Abattis Biologix Corporation and XXXXXX

XXXXXX agrees to provide the services as set out below, and to perform such other duties as set out from time to time from the Company.

DUTIES AND RESPONSIBILITIES:

As Sr. Industry Advisor, XXXXXX will assist the company in making decisions regarding its proprietary technologies. Specifically XXXXXX will initially in concert with the VP R&D, lead the Company's developmental projects including the application of the Company's "FLU Antiviral Compound". Further, XXXXXX, in concert with the VP R&D and CEO shall investigate and plan the corporate objective of the Nutraceuticals program. Also XXXXXX will assist the Company in its overall corporate planning, collaborations, regulatory matters, Financial Capital raises and provide general advisory services.

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