CONSULTING AGREEMENT entered into this 12th day of December 2002 by and between PRECISE LIFE
SCIENCES LTD., a Nevada Company the ("Company"), and Advantage Nevada Corporation ("Consultant").
WHEREAS, the Company desires to continue the consulting services of Consultant in the areas of Corporate
Image Advertising, Business Development, and Business Strategy for the Company (the "Services") in connection
the Company's business, namely, alternate energy management (the "Business");
WHEREAS, in consideration for the Services, the Company shall issue its common stock that shall be restricted
stock upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Provision of Services
Duties of Consultant, The Consultant will provide such services and advice to the Company so as to advise the
Company in business development, business strategy and corporate image. Without limiting the generality of the
foregoing, Consultant will also assist the Company in developing, studying and evaluating acquisition proposals,
prepare reports and studies thereon when advisable, and assist in matters of executive compensation and
discussions pertaining thereof. Nothing contained herein constitutes a commitment on the part of the Consultant to
find an acquisition target for the Company or, if such target is found, that any transaction will be completed. This
Agreement is not a contract for listing services, and nothing in this Agreement will require the Consultant to
negotiate on behalf of the Company with corporations that are involved with listings or making a market in
corporate securities in the OTC markets. Consultant would undertake such services under the direction of an
individual to be appointed by the Company's Board of Directors.
1.1 Duties Expressly Excluded. This Agreement expressly excludes the Consultant from providi