CONSULTING AGREEMENT

BETWEEN 

PROTECWERX INC.  

800 Fifth Avenue, Suite 4100 

Seattle, Washington, 98104 

(the " Company ") 

AND 

DARRIN ZINGER  

33110 Township Road 243 

Calgary, Alberta, T3Z 2M6 

(the “ Consultant ”) 

A.     

The Company is involved in development of recreational and work safety apparel and equipment.

B.     

The Company wishes to retain the Consultant as the Company’s Director, Chief Executive Officer. Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer.

1.      

ENGAGEMENT AS A CONSULTANT

1.1     

The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

2.      

TERM OF THIS AGREEMENT

2.1     

The term of this Agreement shall begin as of the Effective Date and shall continue until terminated by either party.

3.      

CONSULTANT SERVICES

3.1     

The Consultant agrees to perform the following services during the Term and undertake all responsibilities and duties usual for the Director, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Company, including:

 The Consultant shall:

a)     

make all decisions and take all actions involved in the directing and administering of the Company;

b)     

assist the Company in business development;

c)     

assist the Company in identifying and additional products to add to its existing technology;

d)     

assist the Company in targeting and procuring other potential mergers and acquisitions of businesses complimentary to the Company;

e)     

liaise with and assist the Company’s legal counsel, accountants and auditors in the production of legal, accounting and audit documents, including but not limited to regulatory disclosure documents;

f)     

Consultant shall develop, implement, and oversee general management policies, and control and reporting structures to enable the Company’s management to optimally monitor and control the Company’s operations;

g)     

assist the Company in completing and filing all required disclosure documents with the SEC; and

h)     

assist the Company in seeking and retaining employees or consultants who will contribute to the Company’s business plan

3.3     

In providing the Consulting Services, the Consultant shall:

a)     

comply with all applicable federal, provincial, state, municipal and foreign statutes, laws and regulations;

b)     

not make any misrepresentation or omit to state any material fact that shall result in a misrepresentation regarding the business of the Company;

c)     

not disclose any information about the Company, its business, or its subsidiaries to anyone prior to the information being released to the general public, unless specifically given written permission to make the specific disclosure by the Company;

d)     

exercise only such powers and perform such duties in relation to the business of the Company as may from time to time be vested in or assigned to it in writing by the Company and comply with all reasonable directions given to it by the Company in connection with the provision of the Services;

e)     

not hold itself out as being able to commit the Company, or hold itself out as an agent, partner, joint venture, employee, director or officer of the Company; and

f)     

not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior consent in each instance.

3.4     

The Consultant shall at all times be an independent contractor and the Consultant shall not be deemed to be an employee of the Company.

4.      

CONSULTANT FEE

4.1     

In consideration for the provision of the Consulting Services during the Term, the Company shall pay the Consultant:

4.1.1     

a monthly fee of US $400;

4.1.2     

a monthly fee of US $1,400 if the Company sells an aggregate of 5,000 units of its Ankle Armor product during the Term

4.1.3

a monthly fee of $4,900 if the Company sells an aggregate of 50,000 units of its Ankle Armor product during the Term; or

4.1.4

a monthly fee of $14,900 if the Company sells an aggregate of over 500,000 units of its Ankle Armor product during the Term.

5.      

REIMBURSEMENT OF EXPENSES

5.1     

The Consultant may incur reasonable expenses in the performance of the services requested

6.      

CONFIDENTIALITY

6.1     

“ Confidential Information ” means the specific terms and conditions set forth in this Agreement, and any information of the Company, or of any entity controlling, controlled by, or under common control with the Company (individually and collectively an “ Affiliate ”), which information is non-public, confidential or proprietary in nature, including, without limitation, business information, trade secrets, technical or non-technical data, know-how, formulas, patterns, compilations, computer programs and software (including source and object code), devices, drawings, processes, methods, techniques, financial and product plans or data, lists of or information regarding actual or potential customers or suppliers, and other business information which: (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

6.2     

Consultant acknowledges that certain of the material and information made available to Consultant by the Company in the performance of the Consulting Services shall constitute Confidential Information. Consultant recognizes that the Confidential Information is the sole and exclusive property of the Company, and Consultant shall use its best efforts and exercise utmost diligence to protect and maintain the confidentiality of the Confidential Information.

Consultant shall not, directly or indirectly, use or disclose the Confidential Information, whether or not acquired,