SERVICES CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 21 day of September, 2009, BETWEEN: GREEN POWER GENERATION CORP., a corporation incorporated pursuant to the laws of the Canada, with offices at 141 Blackburn Avenue, Ottawa, Ontario, Canada KIN 8A6; Telephone No. (613) 884-7968; Email: patrickg@greenpowerge.com (hereinafter referred to as the "Consultant", it being understood and agreed that the above Green Power Generation Corp may, upon receipt of the written consent of the other Party to this, Agreement, create a further and corporation or corporations for purposes of assuming the benefits and obligations of the said Green Power Generation Corp. hereunder, in which case the term “Consultant” shall thereafter refer to such corporation or corporations and not the said Green Power Generation Corp.) OF THE FIRST PART -and- INTERNATIONAL STRATEGIC INVESTMENTS INC., a corporation incorporated pursuant to the laws of the Province of Ontario, Canada, with offices at 1356 Islington Avenue, Toronto, Ontario, Canada M9A 3K4; Telephone No. (416) 710-4620; Email: nazim@isinvestments.ca (hereinafter referred to as the "Company", and with the Consultant and the Company being hereinafter collectively referred to as the Parties") OF THE SECOND PART WHEREAS the Parties desire to formalize the terms and conditions under which Consultant shall provide consulting services to the Company; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to and with each other as follows:1 3: Term of Agreement and Renewal This Agreement shall remain in full force and effect from the date first above mentioned through to and including the day which is one year later (the “Term”), and shall, in the absence of the delivery by one of the parties hereto to the other no later than 60 days prior to the end of the Term, of written notice of their intention to terminate this Agreement, serve to automatically renew this Agreement for a subsequent one year term, and this Agreement shall automatically be renewed annually thereafter on a similar basis. ‘Nature of Services to be Rendered ‘The Consultant warrants and represents that it is in ongoing dialogue with, and has valuable connections to and with, the government of Canada and various departments, ministries and wholly or partially owned entities thereof, all for purposes of providing participatory and non-participatory government funding (and other incentives) as well as ongoing support for various prospective private sector projects, ventures and initiatives (the “Prospective Projects”), as well as existing private sector projects, ventures and initiatives (the “Confirmed Projects”) . The Consultant covenants and undertakes to, on a non-exclusive basis, deliver, provide and to support to and in favour of the Company, in connection with the taking public of the Confirmed Projects and the Prospective Projects in full co- operation with all involved parties. In addition thereto, the Consultant shall provide the Company with ongoing consulting services, including, but not limited to; providing technical and logistical information and communication services; securities information dissemination services; and such further and other services as the Parties agree to from time to time. Compensation and Expenses ‘As compensation for his consulting services rendered hereunder, Company shall pay to the Consultant: a) Ona project-by-project basis, the parties shall utilize their best efforts to agree to specific fee/profit-sharing arrangements and/or such further and other performance-based incentives and compensation as the Parties deem appropriate, which agreed to arrangements shall be committed to writing in such form as the Parties deem fit in their discretion;4. 6. ») the Company shall promptly reimburse the Consultant [within TEN (10) days of receipt of invoice) for any reasonable printing, travel, entertainment, postage, delivery, telephone, fax, computer charges, and lodging expenses incurred by Consultant in connection with the services to be provided by Consultant to the Company pursuant to the terms of this Agreement; and ©) without limiting the generality of paragraph 3(a) above, the Company shall pay an amount to be agreed to, and to be negotiated on a project-by-project basis between the Parties, by way of finder/advisory fee, on any and all introductions for financings and/or public listings undertaken from time to time by the Company. The finder’s fee shall be paid at the closing on any financings the Company completes with such introduced persons/entities. Independent Contractor The Consultant agrees to perform its consulting duties hereunder as an independent contractor. Nothing contained herein shall be considered as creating an employer-employee relationship between the parties to this Agreement. The parties hereto acknowledge and agree that the Consultant cannot guarantee the results or effectiveness of any of the services rendered by the Consultant hereunder. Rather, the Consultant shall conduct its operations and provide its services in a professional manner and in accordance with good industry practice. The Consultant will use its best efforts and does not promise or guaranty results. Indemnification of Consultant by the Company Provided that the Consultant has not engaged in willful misconduct, and provided further that the Consultant has acted in good faith, the Company shall indemnify and hold harmless the Consultant from and against any and all liabilities and damages in connection with the Company's affairs and activities and, without limiting the foregoing, shall pay the Consultant's reasonable legal fees and expenses if the Consultant is named as a defendant in any proceedings brought in connection with the services to be provided hereunder. Indemnification of the Company by the Consultant The Consultant shall indemnify and bold harmless the Company and its principals from and against any and all liabilities and damages arising out of actions taken ‘by Consultant in connection with the services provided by the Consultant to the Company pursuant to the terms of this Agreement, which actions were not authorized by the Company and/or which services were not delivered in good faith.