CONSULTING AND CONFIDENTIALITY AGREEMENT

Exhibit 10.32

CONSULTING AND CONFIDENTIALITY AGREEMENT

CONSULTING AGREEMENT for the key personnel services of IEGT, Inc.’s employee Mo Zeidan, dated as of August 10, 2009 (the “Agreement”), by IEGT, Inc., a Michigan Corporation (“Consultant”), and Integral Technologies, Inc. a Nevada corporation (the “Company” or “Integral”).

WHEREAS, the Company desires to engage Consultant to provide certain consulting services as the Company may direct. The Consultant is willing to be engaged by the Company as a consultant and to provide such services, in assisting in the development/commercialization of Integral’s ElectriPlast™ technology. Also, depending on time available and subject to the direction of the Company, the development/commercialization of the Carbon Fiber Wire Technology combined with ElectriPlast™ on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant agree as follows:

1.            Consulting .  The Company hereby retains Consultant, and Consultant hereby agrees to make Consultant’s employee Mo Zeidan available as a consultant to the Company, upon the terms and subject to the conditions contained herein.  During the Consultant Term (as hereinafter defined), Consultant shall provide certain consulting services to the Company as requested by management.

2.            Term .  Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date set forth above (the “Effective Date”) and shall continue until July 31, 2011 (the “Consultant Term”).

3.            Compensation .  In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company shall pay and grant to Consultant, and Consultant agrees to accept the following:

(a)          as a consulting fee, $25,000 per month (the “ Consulting Fee” ) payable at the beginning of each month.  This consulting fee will be reviewed every six months effective as of the date of this agreement. Consideration will be given to renegotiating the Consulting Fee based upon the success of  Consultant obtaining contracts. Also, compensation per each contract obtained shall be considered by the Company. The decision on whether the Consulting Fee will be increased will be at the sole discretion of the Company.

(b)     The company shall grant to Consultant 2,000,000 options for the right to purchase common stock of the Company. The Grant of Option forms part of this Agreement and is attached as Exhibit A. These options shall be priced and vested pursuant to the Grant of Option and as indicated below.

The consideration to be given by Consultant for the Consulting Fee and the grant of options agreement shall include the following services and  third party costs over the two year contract:

Services:

* Engineering – Application designs, Product Development, Technology Roadmap & Implementation Timing Plan.

* Marketing - Product Introduction with  OEM, Tier I, Tier II,  Conventions, Associations & Publications.

* Customer Approvals and Validation

* Patents – Complete Analysis of all Patents (Awarded, Pending) and categorize them by sector,

Industry, Application, Priority of implementation, & identify potential customers.

* Research & Development - Design Technical Solutions to make the “Integral Patents” Implementation Ready & “Differentiation”. This anticipates “New Competitive Innovation” for market penetration with unique products and New Patent based on cost effective systems solutions. Joint development with the Customer’s Advanced Engineering Team for future implementation to transition into Core Approved Production Technology and migrate as a Global

Customer Strategy.

* Business Case – Systems Analysis per  Application/Sector for Technology justification and detailing all the benefits (Financial, Technical Performance, Assembly Processes, Packaging, Weight, impact on Fuel Efficiency, Environmental, Tooling Investment impact such stamping tools versus molding tools and product reliability).

* Expenses - Mileage for Customers Travel & Customers Entertainment in Michigan-/-surrounding states  within reasonable driving distance 4 – 6 hrs. This includes driving to Jasper for meetings. Other travel expenses will be funded by Integral.

* Joint Development/Joint Venture – Identify Partner for joint development of products implementation which includes embedding in applications plus all the Testing up to approval phase and Business Award.  Structure an agreement frame and justification.

Work with  customer for all phases Pre-Award - Prototype---Production.

* ElectriPlast™ Web Site -assist by providing technical information to the personnel of the Company and Jasper Rubber Products, Inc. of a new ElectriPlast™ web site.

* Funding - Support Integral as required in the technical documentation & Presentations for external funding justification such as the DOE, State, Government, Grants, and VC.

Third party costs:

Mileage for Customers Travel & Customers Entertainment in Michigan-/-surrounding states  within reasonable driving distance 4 – 6 hrs. This includes driving to Jasper for meetings. Other travel expenses will be funded by Integral.

4.      Termination .   The Consultant Term will end on July 31, 2011 (the “ Expiration Date ”), unless sooner terminated as provided below.  Notwithstanding the foregoing, the Consultant Term (i) will terminate upon the death of Mo Zeidan or  upon Notice of Termination (as defined below) delivered to Consultant as a result of Mo Zeidan’s Disability (as defined in Section 4(e) below), and (ii) may be terminated by the Company at any time prior to the Expiration Date for Cause (as defined in Section 4(d) below) or without Cause (“Termination Date”).  Any termination of the Consultant Term by the Company or by Consultant (other than termination upon Mo Zeidan’s death) must be communicated by written “ Notice of Termination ” to the other party hereto.  “ Termination Date ” means (i) if the Consultant Term has not already been terminated by such date, the Expiration Date, (ii) if the Consultant Term is terminated by Mo Zeidan’s death, the date of Mo Zeidan’s death, or (iii) if the Consultant Term is terminated upon Mo Zeidan’s Disability, by the Company, the date specified in the Notice of Termination.

(a)         Either party may terminate the contract at the following “six month” intervals with 30 days notice: January 31, 2010, July 31, 2010, and January 31, 2011.

(b)         If the Consultant Term is terminated by the Company without Cause, Consultant will be entitled to receive the full amount of the remaining compensation as identified in paragraph 3.a as it becomes due pursuant thereto.

(c)         If the Consultant Term is terminated by the Company for Cause, the Company will pay Consultant only those amounts due as identified in paragraph 3.a, prorated,   to the Termination Date and any unpaid expenses as of the Termination Date.  Upon delivery of the payment described in this Section 4(b), the Company will have no further obligation to Consultant under this agreement.

(d)         If Consultant terminates under paragraph 4(a) then the Company will pay Consultant only those amounts due as indentified in paragraph 3.a prorated, to the Termination Date and any unpaid expenses as of the Termination Date. Upon delivery of the payment described in this Section 4(b), the Company will have no further obligation to Consultant under this agreement.

(e)