MANAGEMENT CONSULTING AGREEMENT

The Company is engaged in the research, development and commercialization of pharmaceutical products; and

The Company wishes to engage the services of the Consultant as Vice-President, Finance, of the Company.

ENGAGEMENT AND APPOINTMENT

The Company hereby engages and appoints the Consultant to serve as the Vice-President, Finance, of the Company and to provide the Services (as defined below) in accordance with and subject to the terms and conditions of this Agreement and the Consultant hereby accepts such engagement and appointment

The appointment of the Consultant as Vice-President, Finance, under this Agreement shall be subject to the provisions of the Articles of the Company regarding the appointment, compensation, indemnification, disqualification and removal of officers.

TERM

The Term of this Agreement shall be for an initial period of one (1) year commencing on the Effective Date and ending 12 months thereafter unless earlier terminated in accordance with section 7 (the “ Term ”).

SERVICES

In consideration of the compensation payable in accordance with section 5, the Consultant hereby agrees to use her best efforts to perform or cause to be performed the following services:

assisting the Company to develop and manage the execution of its business plan;

overseeing and performing all services reasonably required to publicly list the common stock of the Company on the Over the Counter Bulletin Board (“ OTCBB ”), including the following work:

overseeing the engagement of an auditor for the Company;

communicating with the accountants and auditor of the Company to facilitate the preparation of financial statements;

securing a market maker for the Company;

engaging a transfer agent for the Company;

soliciting and securing a minimum of 33 investors for the Company in order to complete the Company’s OTCBB listing; and

overseeing the preparation of a registration statement on Form S-1 for the Company;

introducing the Company to broker/dealers; and

overseeing and performing all corporate finance work for the Company during the Term, including, but not limited to, due diligence and the  negotiation and preparation of financing agreements.

The Consultant shall devote as much time, attention and energy to the business and affairs of the Company as may be reasonably necessary to perform the Services.

Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute the Consultant as an employee of the Company; or (iii) authorize or permit the Consultant or any director, officer, employee, agent or other person acting on its behalf to incur any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the Company in any manner in favour of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind.  The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

In full consideration of the Services, the Company shall issue to the Consultant 192,000 common shares of the Company’s capital stock at a rate of 16,000 per month throughout the Term, payable in four installments of 48,000 shares at the conclusion of each 3 month period during the Term.  Each issuance of shares by the Company to the Consultant under this Agreement shall be subject to the terms of the subscription agreement in the form attached hereto as Schedule “A’.  The shares shall issued by the Company to the Consultant hereunder shall be assessed at their fair market value at the time of issuance.

The Company acknowledges that Consultant is engaged in other business and professional activities and the Consultant shall not be restricted from engaging in such activities during the term of this Agreement.

Termination for Cause by Company .  The Company may terminate this Agreement for cause at any time and without notice in the event the Consultant engages in any negligence, dishonesty, fraud, insubordination, serious misconduct or anything else that would constitute cause at law. The failure by the Company to rely on this provision in any given instance or instances shall not constitute a precedent or be deemed a waiver.

Termination for Cause by Consultant .  The Consultant may terminate this Agreement for cause at any time without notice in the event the Company engages in any negligence, dishonesty, fraud, insubordination, material misrepresentation, serious misconduct or anything else that would constitute cause at law. The failure by the Consultant to rely on this provision in any given instance or instances shall not constitute a precedent or be deemed a waiver.  The Consultant shall also be entitled to terminate this Agreement in the event of the Company’s insolvency, voluntary or involuntary bankruptcy, receivership or assignment for the benefit of creditors.

Force Majeure .  The parties shall have the right to suspend this Agreement in the event of force majeure at any time, provided the Company provides prompt written notice of such suspension to the Consultant.  The suspension of this Agreement shall not relieve either party of their obligations hereunder.  The Company and the Consultant shall each have the right to terminate this Agreement by giving written notice to the other party where an event or events of force majeure continues for a continuous period of 20 consecutive business days or 30 days in the aggregate during the Term.

Effect of Termination .  Upon any termination in accordance with this Agreement, all obligations of the parties shall cease provided that the Consultant shall be entitled to receive any compensation accrued prior to the effective date of such termination.  Notwithstanding the foregoing, the provisions of sections 8 and 9 shall survive the termination of this Agreement.

The Consultant shall not, without the prior authorization of the Company, at any time during the Term or thereafter, disclose to any person, firm, association or corporation other than the directors, officers or employees of the Company, the private or business affairs of the Company or its affiliated companies, or any other information of a private or confidential nature concerning the Company or its affiliated companies (the “ Confidential Information ”) including, without limitation:

information concerning trade secrets, products, technology, sales literature and brochures, forms, business policies and concepts, and contracts of the Company;

information concerning manufacturing and production, pricing and sales policies, and marketing techniques and concepts in respect of products and services provided or to be provided by the Company;

names, addresses and contact information of past, present or prospective customers, employees, shareholders, officers, directors or associates of the company, or any person or entity having a past, present, or prospective business relationship with the Company, and

names, addresses and contact information of past, present or prospective suppliers, consultants, lenders or professional advisors of the Company and prices or rates charged by them;

The Consultant acknowledges that the Confidential Information could be used to the detriment of the Company.  Accordingly the Consultant undertakes to treat confidentially all such information and agrees not to disclose any Confidential Information to any third party or use it for any purpose or reason without the express written permission of the Company, except as may be necessary to perform its duties, whether during the Term or thereafter.

For the purposes of this Agreement, Confidential Information shall not include any information which the Consultant can prove by competent evidence, is:

now, or hereafter becomes, through no act or failure to act on the part of the Consultant, generally known or available to the public;

known by the Consultant at the time of receiving such information, as evidenced by its records;

hereafter furnished to the Consultant without restriction as to disclosure or used by a third party lawfully entitled to furnish such information;

independently developed by the employees, agents or contractors of the Consultant without the aid, application or use of the Confidential Information; or

the subject of a written permission to disclose provided by the Company.

The Consultant represents, warrants and covenants to the Company that the Consultant is and will remain, during the Term, qualified and licensed to practice law in the Province of British Columbia and the State of Washington.

The Company agrees to indemnify and hold harmless the Consultant and its respective agents and employees against any losses, claims, damages or liabilities, joint or several, to which either party, or any such other person, may become subject, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, preliminary prospectus, prospectus or any amendment or supplement thereto; or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; and shall reimburse the Consultant, or any such other person, for any legal or other expenses reasonably incurred by the Consultant, or any such other person, in connection with investigating or defending any such loss, claim, damage, liability, or action, suit or proceeding.

The Consultant agrees to indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of the Consultant’s representations and warranties contained in this Agreement, or by any breach of any other provision hereof by the Consultant.

Time .  Time is of the essence of this Agreement.

Presumption .  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

Titles and Captions .  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

Further Action .  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

Good Faith, Cooperation and Due Diligence .  The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement.  All promises and covenants are mutual and dependent.

Savings Clause .  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Assignment .  This Agreement may not be assigned by either party hereto without the written consent of the other party.

Notices .  All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.

Entire Agreement .  This Agreement, including Schedule “A”” attached hereto, contains the entire understanding and agreement between the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto.

Amendment .  This Agreement may only be amended in writing signed by the parties hereto.

Waiver .  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  In the event that this Agreement is signed by one party and faxed to another, the parties agree that a faxed signature shall be binding upon the parties as though the signature was an original.

Successors .  The provisions of this Agreement shall be binding upon the parties, their successors and permitted assigns.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the laws of Canada applicable therein.  The parties hereby attorn the exclusive jurisdiction of the provincial and federal courts located in the city of Vancouver, British Columbia in relation to all disputes arising from this Agreement.

Counsel .  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

EXECUTION BY SUBSCRIBER

______________________

Tax ID or Social Insurance Number

Penny Green

Name of Subscriber

Provision of Services

Payment Method

_____________________________________

Signature of Individual Subscriber or

Authorized Signatory of Subscriber

(if Subscriber not an individual)

_____________________________________

Number and type of securities of the Company

directly and indirectly held by Subscriber

925 West Georgia Street, Suite 1820

Vancouver, British Columbia V6C 3L2

Address of Subscriber

_____________________________________

Name of Contact Person, if Subscriber not an individual

(604) 632-1700

Telephone Number of Subscriber or Contact Person

(604) 632-1730

Facsimile Number of Subscriber or Contact Person

REGISTRATION INSTRUCTIONS

DELIVERY INSTRUCTIONS

a completed and executed copy of this Agreement; for all Subscribers: a completed and executed Investor Exemptions Questionnaire attached as Exhibit “B” and in the case of a subscription for the Shares by the Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company with an Accredited Investor Questionnaire in the form set forth in Exhibit “B” for each trust, beneficial owner and/or principal for which the Subscriber is acting as trustee or agent;

if the Subscriber is a U.S. Person, additionally: a completed and executed Accredited Investor Questionnaire attached as Exhibit “C” and in the case of a subscription for the Shares by the Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company with an Accredited Investor Questionnaire in the form set forth in Exhibit “C” for each trust, beneficial owner and/or principal for which the Subscriber is acting as trustee or agent; and

unless an alternate payment method has been agreed upon in writing, a certified check or bank draft for the Funds made payable to “Neurokine Pharmaceuticals Inc.”.

The Subscriber represents and warrants to the Company, and acknowledges that the Company is relying on these representations and warranties to, among other things, ensure that it is complying with all of the applicable securities legislation, that:

not a U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person; OR

a U.S. person who is purchasing the Shares in a transaction that does not require registration under the U.S. Securities Act.

if the Subscriber is a resident of an “International Jurisdiction” (which means a jurisdiction other than British Columbia), then:

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities legislation of the International Jurisdiction which would apply to this subscription, if there are any;