CONSULTING AGREEMENT

This CONSULTING AGREEMENT ("Agreement") is made and entered into this 18th day of December, 2007 by and between Walter Weisel (the "Consultant") and Robotic Workspace Technologies, Inc. (“RWT”), a wholly owned subsidiary of Innova Robotics and Automation, Inc. (“Innova”), a Delaware corporation (together RWT and Innova are referred to herein as the "Corporation").

a. HLPR Chair. Subject to the terms of this Consulting Agreement, Consultant shall have the exclusive right to market the HLPR Chair for the benefit of the Corporation and its shareholders on terms acceptable to the Corporation. Consultant shall not at any time either during the six (6) month period of the Consulting Agreement or for eighteen months (18) months thereafter, market the HLPR Chair for the benefit of any other party, unless expressly approved in writing by the Corporation. Consultant acknowledges and agrees that during the term of his employment as an Executive with the Corporation, he developed certain concepts, ideas, plans and other confidential information regarding the HLPR Chair. Further, he requested that counsel to the Corporation at the expense of the Corporation, establish a not for profit organization, known as Robotic Rehabilitation Resources, Inc. (“RRR”) to enter a consulting agreement with NIST. Accordingly, Consultant agrees that the development work done with the HLPR Chair was and is for the benefit of the Corporation and further agrees as follows:

If Consultant obtains financing for the Corporation from the HLPR Chair which inures to the benefit of Corporation, Consultant shall be paid a fee equal to 1.0% of the net cash proceeds to the Corporation. If Consultant obtains revenues or other income for the Corporation from the HLPR Chair which inures to the benefit of Corporation, Consultant shall be paid a fee equal to 7.5% of the net cash proceeds to the Corporation for the period ending the earlier of July 1, 2008, or the last date upon which the Corporation receives cash proceeds.

1. Performance. The Consultant accepts the engagement described in Section 1 of this Agreement and agrees to devote such of his time as the Corporation and Consultant agree necessary in order to perform the services described herein.

3.              Reimbursement of Expenses. The Corporation shall reimburse Consultant for Consultant’s previously approved out of pocket expenses, on a monthly basis. Consultant shall provide the Company with copies of all bills associated with reimbursed expenses.

4.              Surrender of Properties. Upon termination of the Consultant's engagement with the Corporation, regardless of the cause therefore, the Consultant shall promptly surrender to the Corporation all property provided Consultant by the Corporation for use in relation to Consultant’s engagement.

(a) The Consultant acknowledges and agrees that Consultant’s engagement by the Corporation under this Agreement necessarily involves Consultant’s understanding of and access to certain trade secrets and confidential information pertaining to the business of the Corporation. Accordingly, the Consultant agrees that after the date of this Agreement at all times Consultant will not, directly or indirectly, without the express written consent of the Corporation, disclose to or use for the benefit of any person, corporation or other entity, or for Consultant any and all files, trade secrets or other confidential information concerning the internal affairs of the Corporation, including, but not limited to, information pertaining to its trade secrets, business plans, clients, services, products, earnings, finances, operations, methods or other activities, provided, however, that the foregoing shall not apply to information which is of public record or is generally known, disclosed or available to the general public or the industry generally. Further, the Consultant agrees that Consultant shall not, directly or indirectly, remove or retain, without the express prior written consent of the Corporation, and upon termination of this Agreement for any reason shall return to the Corporation, any figures, calculations, letters, papers, records, computer disks, computer print-outs, lists, documents, instruments, drawings, designs, programs, brochures, sales literature, business plans or any copies thereof, or any information or instruments derived therefrom, or any other similar information of any type or description, however such information might be obtained or recorded, arising out of or in any way relating to the business of the Corporation or obtained as a result of his engagement by the Corporation except as disseminated to the public at large or industry generally. The Consultant acknowledges that all of the foregoing are proprietary information, and are the exclusive property of the Corporation. The covenants contained in this Section 10 shall survive the termination of this Agreement.

(b) The Consultant agrees and acknowledges that the Corporation does not have any adequate remedy at law for the breach or threatened breach by the Consultant of Consultant’s covenant, and agrees that the Corporation shall be entitled to injunctive relief to bar the Consultant from such breach or threatened breach in addition to any other remedies which may be available to the Corporation at law or in equity.

(b)             Termination for Just Cause. The Corporation shall have the option to terminate the Engagement Period, effective immediately upon written notice of such termination to the Consultant, for Just Cause. For purposes of this Agreement, the term "Just Cause" shall mean the occurrence of any one or more of the following events: (a) the death or permanent total disability of the Consultant or Consultant’s absence from active engagement by reason of illness or incapacity for a period of sixty (60) consecutive days; (b) the breach by the Consultant of Consultant’s covenants under this Agreement; (c) the commission by the Consultant of theft or embezzlement of Corporation property or other acts of dishonesty; (d) the commission by the Consultant of a crime resulting in injury to the business, property or reputation of the Corporation or any affiliate of the Corporation or commission of other significant activities harmful to the business or reputation of the Corporation or any affiliate of the Corporation; (e) the willful refusal to perform or substantial neglect of the activities to be performed by the Consultant pursuant to Section 1 hereof; or (f) termination of the business of the Corporation for any reason.

Upon termination of the engagement period for Just Cause, the Consultant shall have no rights to any future fees for any period beyond the effective date of termination.

7.        Independent Contractor. Consultant’s relationship to the Company is one of independent contractor and nothing contained in this Agreement shall be construed to imply that Consultant is an agent or employee of the Company for any purpose, including, without limitation, withholding for purposes of Social Security or income taxes, or entitlement to any insurance, retirement or other employee benefits offered by the Company except as set forth in that certain Termination and Retirement Agreement of even date herewith. Consultant acknowledges and represents to the Company that he understands and will assume all state, local, and federal reporting requirements for an independent contractor. Consultant shall have no right, power or authority to create any obligation, expressed or implied, or to make any representation on behalf of the Company, except as may be expressly authorized in writing from time to time by the Company and then only to the extent of such authorization.

(c) Goodwill. The Corporation has invested substantial time and money in the development of its products and services, soliciting clients and creating goodwill. By accepting this Consulting Agreement with the Corporation, the Consultant acknowledges that the customers are the customers of the Corporation and that any goodwill created by the Consultant belongs to and shall inure to the benefit of the Corporation.

(d)              Notices. Any notice required or permitted hereunder shall be made in writing (i) either by actual delivery of the notice into the hands of the party hereunder entitled, or (ii) by the mailing of the notice in the United States mail, certified or registered mail, return receipt requested, all postage prepaid and addressed to the party to whom the notice is to be given at the party's respective address as set forth below:

(e)              Amendment and Waiver. No amendment or modification of this Agreement shall be valid or binding upon the Corporation unless made in writing and signed by an officer of the Corporation duly authorized by the Board of Directors or upon the Consultant unless made in writing and signed by Consultant. The waiver by the Corporation of the breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by Consultant. The waiver by the Consultant of the breach of any provision of this Agreement by the Corporation shall not operate or be construed as a waiver of any subsequent breach by Corporation.

(f)              Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Consultant's duties and payment as a Consultant to the Corporation, and there are no representations, warranties, agreements or commitments between the parties hereto with respect to Consultant’s engagement except as set forth herein.

(g)               Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Florida. The Corporation and Consultant hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State of Florida and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the state of Florida for purposes of any action or proceeding arising out of or in connection with this Agreement.

(h)               Severability. If any provision of this Agreement shall, for any reason, be held unenforceable, such provision shall be severed from this Agreement unless, as a result of such severance, the Agreement fails to reflect the basic intent of the parties. If the Agreement continues to reflect the basic intent of the parties, then the invalidity of such specific provision shall not affect the enforceability of any other provision herein, and the remaining provisions shall remain in full force and effect.

(i)               Assignment. The Consultant may not under any circumstances delegate any of Consultant’s rights and obligations hereunder without first obtaining the prior written consent of the Corporation. This Agreement and all of the Corporation's rights and obligations hereunder may be assigned or transferred by it, in whole or in part, to be binding upon and inure to the benefit of any subsidiary or successor of the Corporation.

(j)              Costs of Enforcement. In the event of any suit or proceeding seeking to enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall, in addition to all other remedies and relief that may be available under this Agreement or applicable law, recover his or its reasonable attorneys' fees and costs as shall be determined and awarded by the court.