CORONUS ENERGY CORP.

Exhibit 10.128

CORONUS ENERGY CORP.

(the “Corporation”)

Suite 1100 - 0000 Xxxx 00xx Xxx., Xxxxxxxxx, X.X., X0X 0X0

Telephone: (000) 000-0000     Facsimile: (000) 000-0000

AGREEMENT

Earthlight Solar Inc. (“Earthlight”) provided the Corporation with advisory and consulting services (the “Services”) in respect of the Corporation’s dealings with Clean Focus Financing Company, LP (“Clean Focus”).

As a consequence of the Services, the Corporation conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to Clean Focus, for proceeds of up to $4,000,000 (the “Loan”). Pursuant to a schedule of draw dates and amounts, the Corporation may request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”).

In connection with the Loan, with each Advance, but not from the proceeds of each Advance, but from the Corporation’s unallocated working capital, the Corporation agreed to pay Earthlight a fee equal to 3% of the principal amount of each Advance.

Xxxx Xxxxxxx is a control person of Earthlight, and Xx. Xxxxxxx is also a control person of Coronus Solar Inc., the parent company of the Coronus Energy Corp.

Both the Corporation and Earthlight had good right, full corporate power and absolute authority to enter into this Agreement.

The Agreement is dated effective December 20, 2012

CORONUS ENERGY CORP.		EARTHLIGHT SOLAR INC.
Xxxx Xxxxxxx		Xxxx Xxxxxxx
Xxxx Xxxxxxx		Xxxx Xxxxxxx
President		President