CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into in duplicate effective this 1^st day of June, 2005 (“Effective Date”), by and among MICRON ENVIRO SYSTEMS, INC., a Nevada corporation with an office at Suite 1205, 789 W. Pender Street, Vancouver, Canada V6C 1H2 (“Corporation”), and Dane Brown, of 3164 Mountain Highway

North Vancouver, BC, Canada V7K 2H5 (“Consultant”).

1.  Term of Agreement.  The respective duties and obligations of the parties shall commence on the Effective Date and shall continue for a period of twelve (12) months or until terminated by either of the parties as specified below.  In the event either party to this Agreement desires to terminate this Agreement prior to expiration of that twelve (12) month period, that party shall provide to the other party notice of that party’s intention to so terminate this Agreement, and which notice shall specify the date of termination of this Agreement; provided, however, that such date of termination shall not be sooner than thirty (30) days after the date that such notice is given to such other party.

            2.  Consultations.  The Consultant shall make itself available to consult with the directors and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Corporation and other relevant matters relating to the business of the Corporation. Specifically, it is anticipated that the Consultant shall (i) assist the directors and officers of the Corporation in connection with various delegated matters; (ii) shall consult with the directors and officers of the Corporation regarding the development of new business and projects; (iii) consult with the directors and officers of the Corporation regarding land acquisitions and project development; and (iv) in general, consult with the directors and the officers of the Corporation regarding any problem of importance regarding the business and operations of the Corporation.

3.  Compensation.  In consideration and compensation for the provision of the Services, the Corporation shall issue to the Consultant four million five hundred thousand (4,500,000) stock options of the Corporation’s $0.001 par value common stock during the term of the Agreement, at the discretion of the board of directors.  

4.  Management Power of the Consultant.  The business affairs of the Corporation and the operation of business of the Corporation shall be conducted by the officers, administrative staff and employees of the Corporation. It is not the intention of the Corporation to grant or delegate to the Consultant, and the Corporation does not hereby grant or delegate to the Consultant any power of direction, management, supervision and control of the administrative staff or other employees of the Corporation.

5.  Consultant to Act as Agent.  From time to time, the Corporation may deem it advisable to enter into agreements with various persons.  Regarding those agreements, the Consultant shall be, and hereby is, designated as an agent of the Corporation for the purpose of negotiating the terms and conditions of those agreements.  The Consultant, however, shall not obligate the

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Corporation to any such agreement without first obtaining the approval of the terms and conditions of any such agreement from the Board of Directors of the Corporation.  

6.  Confidential Information and Trade Secrets.

a.

In the course of the discharge of the Consultant’s duties to the Corporation, as a result of Consultant’s relationship with the Corporation, the Consultant shall have access to, and become acquainted with, information concerning the business of the Corporation, including, but not necessarily limited to, financial, personnel, credit, sales, planning and other information which is owned by the Corporation and used regularly in the operation of the business of the Corporation, and this information constitutes trade secrets of the Corporation.

b.

During the term of this Agreement and at all times thereafter, the Consultant shall not disclose any such trade secrets, directly or indirectly, to any other person or use those secrets in any way, except as is required to carry out, perform and effectuate the services contemplated by the provisions of this Agreement.

c.

The sale or unauthorized use or disclosure of any of the Corporation’s trade secrets obtained by the Consultant during the Consultant’s relationship with the Corporation, including information concerning the Corporation’s current or any future or proposed transactions, services, or products, the facts that any such transactions, services, or products are planned, being considered or in process, as well as any descriptions thereof, constitute unfair competition. The Consultant shall not engage in any unfair competition with the Corporation, either during the term of this Agreement or at any time thereafter.

d.

All files, discs, documents, writings, records, drawings, specifications, equipment and similar items relating to the business of the Corporation are, and shall remain, exclusively the property of Client.

7.  Ownership of Books, Records, and Papers.

a.

All records of the accounts of customers, debtors, service providers, suppliers, distributors, clients, and any other records and books relating in any manner whatsoever to the conduct of the Corporation’s business during the term of this Agreement, whether prepared by the Consultant or otherwise coming into the Consultant’s possession, shall be the exclusive property of the Corporation.

b.

All such books and records shall be returned immediately to the Corporation by  the Consultant on any termination of this Agreement.

8.  Registration Status of Consultant.  The Consultant is not engaged in the business of effecting transactions in securities for the accounts of others. The Consultant is not registered with any agency as a broker-dealer, investment advisor or investment manager, and, as a result, is precluded by law from providing to the Corporation services which would be considered to be those of a broker-dealer, investment advisor or investment manager in connection with the

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placement, offer or sale of securities of the Corporation. None of the services to be provided by the Consultant pursuant to the provisions of this Agreement are intended to be or shall be construed as offering or selling securities, or providing investment, legal or tax advice.  

9.  Services of Consultant Not Exclusive.  The Consultant may represent, perform services for, and be employed by, any additional persons as the Consultant, in the Consultant’s sole and absolute discretion, determines to be necessary or appropriate.

10.  Employment of Assistants.  If it is necessary for the Consultant to have the aid of

assistants or the services of other person, in order to perform the duties and obligations required of the Consultant pursuant to this Agreement, the C