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3.

The Consultant shall:

(a)

manage, direct and control the Company’s business plan and licensees as directed by the Company’s board of directors (the “ Work ”);

(b)

implement the decisions, policies and plans for the Company, and direct and coordinate staff to carry out business plan;

(c)

attend meetings and road shows to enhance the communications with shareholders or prospective investors;

(d)

comply with all applicable laws, rules and regulations of a governmental authority having jurisdiction over the Work and promptly notify the Company of any allegations of material violation thereof;

(e)

carry out the Work hereunder with due diligence, to the best of their ability;

(f)

undertake such other duties and projects as the Company’s board of directors may reasonably request which are not inconsistent with the Consultant’s position as a consultant of the Company and the Consultant’s position as Chief Executive Officer of the Company; and

(g)

undertake all other activities reasonably necessary to fulfill the foregoing.

The duties set out above are referred to in this Agreement as the “ Services ”.

Reporting

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5.

The reports and information referred to in §4(a) and (b) shall be submitted by the Consultant as it prepares them in the normal course of business.  The Consultant shall forthwith communicate to the Company concurrently any information that is material to the Work.  At all reasonable times the Consultant shall provide the Company or its representative, upon request, access to, and the right to inspect and copy, all licensees data, vendor’s information, analyses, operations, accounting and financial records and other information acquired in the Work that has not been otherwise provided.

Standard of Care

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Termination by the Parties

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The information and trade secrets relating to the business and operations of the Companies described herein above in this paragraph (a) are hereinafter referred to collectively as the “Confidential Information”, provided that the term Confidential Information will not include any information (a) that is or becomes publicly available (other than as a result of violation of this Agreement by the Consultant) or (b) that the Consultant receives on a non-confidential basis from a source (other than the Company, its affiliates or representatives) that is not known by them to be bound by an obligation of secrecy or confidentiality to the Companies or any of them.

(b)

The Consultant will not disclose (and will take all reasonable precautions necessary or prudent to prevent such disclosure), use or continue to make known for his or another’s benefit any Confidential Information or use such Confidential Information in any way except in the best interest of the Companies in the performance of the Consultant’s duties under this Agreement. The Consultant may disclose Confidential Information when required by applicable laws or judicial process, but only after notice to the Company of their intention to do so and opportunity for the Company to challenge or limit the scope of the disclosure.

(c)

The Consultant acknowledges and agrees that remedy at law for any breach or threatened breach of the provisions of this §15 would be inadequate and, therefore, agrees that the companies will be entitled to injunctive relief in addition to any other available rights and remedies in case of any such breach or threatened breach: provided, however, that nothing contained herein will be construed as prohibiting the Companies from pursuing any other rights and remedies available for such breach or threatened breach.

(d)

The Consultant agrees that upon termination of its engagement by the Company for any reason, the Consultant will immediately return to the Company all Confidential Information, documents, correspondence, notebooks, reports, computer programs and all other materials and copies thereof (including but not limited to computer discs and other electronic media) relating in any way to the business of the Companies in any way developed or obtained by the Consultant during the period of its engagement with the Company.

(e)

The Consultant agrees that for a period of two years after the termination of this Agreement, not to pursue any business opportunities that were developed or evaluated at the Company during the term of this Agreement and/or the Consultant’s tenure at the Company, except such business opportunities which have been declined by the Company.

(f)

The obligation of the Consultant under this §15 will survive the expiration or termination of this Agreement and will terminate one year after the termination of this Agreement.

16.

The Consultant hereby expressly agrees that the provisions of §15 will be binding upon the Consultant’s successors and legal representatives.

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Discoveries and Works

17.

Consultant agrees to promptly disclose to the Company, and further agrees to assign, and hereby does assign, exclusively to the Company, all ideas, opportunities, and improvements related to its connection with its Work during the Term for the Company (collectively “ Discoveries and Works ”).  Consultant specifically agrees to execute and deliver to the Company all copyright, trademark or other intellectual property rights and/or to convey, vest or maintain all rights, title and interest to, or for, the Company to any Discoveries and Works conceived by Consultant for the Company as part of its Work and/or other Services for the Company.

Non-Competition

18.

The Consultant and its representatives or agents agrees not to acquire an interest in, or rights to, any opportunity brought to his attention by the Company or an Affiliate or otherwise compete with the Company with respect to such opportunity.  

19.

Except with the prior written consent of the Company during the Term and for one year thereafter, the Consultant will not:

(a)

without the written consent from the board of directors of the Company, whether directly or indirectly, either individually or in partnership or in conjunction with any person or persons, firms, association, syndicate, joint venture, partnership, company or corporation as principal, agent, or shareholder or in any other manner whatsoever,

(i)

engage in any business (directly or through any kind of ownership or other arrangement other than ownership of securities of publicly held corporations) with,

(ii)

provide services to, or

(iii)

carry on, be engaged in, concerned with or interested in

any person or persons, firms, association, syndicate, joint venture, partnership, company or corporation engaged in, concerned with or interested in any micro-current medical devices that are similar to or competes with the Company or its direct or indirect subsidiaries; and

(b)

interfere with the contractual arrangements between the Company and any of its employees, consultants, contractors, suppliers, agents and anyone else in contractual or fiduciary relationship with the Company and will not recruit, hire or assist others in recruiting or hiring, any employee of the Company.

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20.

If the Consultant engages in any activity covered by §19, he will advise the Board of Directors in writing two (2) weeks before commencement of such activity. If the board of directors of  the Company is so notified and, acting reasonably, determines that the Consultant is engaging in an activity which it deems to be conflicting activity, and if the Consultant is so engaged, then the Company will so advise the Consultant in writing and the Consultant will, as soon as possible in order to minimize any injury to the Company and in any event 20 days, or such longer period as the Company agrees upon, after receipt of notice,

(a)

discontinue the activity at his own costs, and

(b)

certify in writing to the Company that he has discontinued the conflicting activity including where appropriate by sale or other disposition or by transfer of all such interests, except a beneficial interest, into a “blind trust” or other fiduciary arrangement over which the Consultant has no control, direction or discretion, or advise the Company that it disputes the conflict and the matter will be referred to arbitration.

Relationship

21.

The Company and Consultant each acknowledges and agrees that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor.  Without limiting the generality of the foregoing, the Company shall have no obligation whatsoever to:

(a)

pay or compensate the Consultant for:

(i)

taxes of any kind whatsoever that arise out of or with respect to any fee, remuneration or compensation provided to the Consultant under this Agreement;

(ii)

holding any other position with the Company except as herein mentioned;

(b)

provide benefits to the Consultant relating to:

(i)

sickness or accident, whether or not resulting from the performance of the Consultant’s obligations under this Agreement, including without limitation, workers compensation insurance;

(ii)

retirement or pension benefits; or

(iii)

any other benefits provided by the Company or any Affiliate to any of their respective employees.

The Consultant shall not incur obligations on behalf of the Company except as expressly authorized in writing by the Company.

22.

The Consultant shall fully indemnify and hold harmless the Company from and against all payroll taxes, income taxes and any other associated government charges/taxes for which the Company may become liable to account in connection with the provision of the Services by the Consultant.

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Alternative Dispute Resolution

23.

Negotiation.  In the event of any dispute, controversy of claim between the Consultant and the Company arising out of or relating to this Agreement, the Consultant and the Company shall enter into good faith negotiations aimed at resolving the dispute. If they are unable to resolve the dispute promptly in a mutually satisfactory manner or to select a mutually agreeable alternative form of alternative dispute resolution, the matter may be submitted by either party to arbitration in accordance with §24.

24.

Arbitration.  Any dispute, controversy or claim between the Company and the Consultant arising out of or relating to this Agreement which has not been resolved by negotiation or mutually agreed upon alternative dispute resolution pursuant to §23 above, shall be settled by binding arbitration by a single arbitrator in Vancouver, British Columbia in accordance with the Commercial Arbitration Act (British Columbia) utilizing the International Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre.  The arbitration shall be binding, final, non-appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal.  

Entire Agreement, Modification and Waiver

25.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, by and between the parties with respect to the subject matter hereof.  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

Notice

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To the Consultant:

Attn: Terrance Owen

103 – 3606 Aldercrest Drive

North Vancouver, BC V7G 0A3

owen.terrance@gmail.com

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Severability

32.

If a court of other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Enurement

33.

This Agreement will enure to the benefit of and be binding on the parties and their respective successors and permitted assigns. The Consultant acknowledges that the Services are personal in nature and that therefore this Agreement may not be assigned by the Consultant nor may the obligation to perform the Services be assigned, delegated or outsourced to any entity or individual. The Company may assign this Agreement to an Affiliate upon notice to the Consultant.

Survival of Provisions

34.

The provisions of §14, §15, §16, §17, §18, §19, §20, §21, §22, §23, §24, and §30 shall survive the expiry or earlier termination of this Agreement.

Counterparts

35.

This Agreement may be executed in counterparts and delivered electronically or by fax, each of which will be deemed to be an original and both of which together will constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the date first above written notwithstanding its actual date of execution.

CELL MEDX CORP.

Per:

/s/ Yanika Silina

Name: Yanika Silina

Title: Director, C.F.O.

/s/ Terrance Owen

Name: TERRANCE OWEN