CONSULTING AGREEMENT

Exhibit 10.10

CONSULTING AGREEMENT

RECITALS

A.            The Company wishes to retain the Consultant, and the Consultant has agreed to be retained by the Company, to serve as the Company’s interim Chief Financial Officer a period of 90 days or until the Company retains a permanent Chief Financial Officer.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

AGREEMENT

1.             Term.   The Company retains the Consultant and the Consultant accepts this appointment with the Company for a period beginning on the date of this Agreement and ending on the earlier of (i) the date that the Company retains a permanent Chief Financial Officer, (ii) the 90th day after the closing of the share exchange transaction between Norpac Technologies, Inc., a Nevada corporation (“Pubco”) and the shareholders of the Company pursuant to which the Company shall be a wholly-owned subsidiary of Pubco, or (iii) the date which the Company notifies Consultant that he has been terminated in writing, and which notification may occur at any time for any reason  (the “Term”).

3.             Compensation.   As an inducement to enter into this Agreement and perform the services, the Company shall grant to the Consultant 100,000 shares of the Company’s common stock upon execution of this Agreement and $5,000 in cash.  The cash portion shall be paid within 30 days of this Agreement.

4.            Nondisclosure.

4.1             Access to Confidential Information.   The Consultant agrees that during the term of the business relationship between the Consultant and the Company, the Consultant will have access to and become acquainted with confidential proprietary information (“Confidential Information”) which is owned by the Company and is regularly used in the operation of the Company’s business.  The Consultant agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company is engaged, or in which the Company may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company.  The Consultant agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreements, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof.  The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way, shall remain the exclusive property of the Company.

4.2             No Unfair Use by Consultant.   The Consultant promises and agrees that the Consultant (which shall include his Consultants and contractors) shall not misuse, misappropriate, or disclose in any way to any person or entity any of the Company’s Confidential Information, either directly or indirectly, nor will the Consultant use the Confidential Information in any way or at any time except as required in the course of the Consultant’s business relationship with the Company.  The Consultant agrees that the sale or unauthorized use or disclosure of any of the Company’s Confidential Information constitutes unfair competition.  The Consultant promises and agrees not to engage in any unfair competition with the Company and will take measures that are appropriate to prevent his Consultants or contractors (if any) from engaging in unfair competition with the Company.

4.3             Further Acts.   The Consultant agrees that, at any time during the term of this Agreement or any extension thereof, upon the request of the Company and without further compensation, but at no expense to the Consultant, the Consultant shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain, patent applications and United States and foreign patents on the Company’s inventions, and copyright registrations on the Company’s inventions.

4.4             Obligations Survive Agreement.   The Consultant’s obligations under this section 4 shall survive the expiration or termination of this Agreement.

5.            Termination.

5.1             Termination on Default.   Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party.  Termination shall be effective immediately on receipt of said notice.  For purposes of this section, material breaches of this Agreement shall include, but not be limited to, (i) the failure by the Company to pay the compensation set forth in section 3 above; (ii) the willful breach or habitual neglect by the Consultant of the duties which he is required to perform under the terms of this Agreement; (iii) the Consultant’s commission of acts of dishonesty, fraud, or misrepresentation; (iv) the failure by the Consultant to conform to all laws and regulations governing the Consultant’s duties under this Agreement; or (v) the commission by the Consultant of any act that tends to bring the Company into public scandal or which will reflect unfavorably on the reputation of the Company.

5.2             Automatic Termination.   This Agreement terminates automatically on the occurrence of any of the following events:  (i) the bankruptcy or insolvency of either party; or (ii) the death or disability of the Consultant.

5.3             Return of Company Property.   Upon the termination or expiration of this Agreement, the Consultant shall immediately transfer to the Company all files (including, but not limited to, electronic files), records, documents, drawings, specifications, equipment and similar items in his possession relating to the business of the Company or its Confidential Information (including the work product of the Consultant created pursuant to this Agreement, if any).

6.             Status of Consultant.   The Consultant understands and agrees that he is not an Consul