Consulting Agreement between Point Acquisition Corporation and Heritage Management Consultants, Inc.

Summary

Point Acquisition Corporation (PAC) and Heritage Management Consultants, Inc. (Heritage) have entered into an agreement where Heritage will provide consulting services to assist PAC in completing a business combination with a privately held company. Heritage will act as an independent contractor, not as an employee, and will receive 50,000 shares of restricted common stock as compensation. The agreement remains in effect until PAC completes a going public transaction. Heritage agrees not to misuse confidential information and both parties limit their liabilities as outlined in the agreement.

EX-10.1 2 ptacc8kex101041907.txt CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of the 17th day of April, 2007 by and between Point Acquisition Corporation., a Nevada corporation ("PAC"), and Heritage Management Consultants, Inc., a corporation organized under the laws of South Carolina ("Heritage" or "the "Consultant"). RECITALS Whereas, Consultant is willing to provide to PAC the consulting services identified in this Agreement; and. Whereas, PAC is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. AGREEMENT In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: 1. Engagement. PAC hereby engages Consultant as an independent contractor to provide assistance to PAC in its efforts to consummate a combination transaction with a privately held entity with current business operations. 2. Term. This Agreement will commence on the date first written above, and unless modified by the mutual written agreement of the parties, shall continue until such time a as a going public transaction is consummated. 3. Compensation. In consideration of the services to be performed by Consultant, PAC agrees to issue to Consultant 50,000 shares of restricted common stock. 4. Representations and Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with PAC, (ii) that Consultant will not use in the performance of its responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iii) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. 5. Limited Liability. Consultant shall not be liable to PAC, or to anyone who may claim any right due to its relationship with the PAC, for any acts or omissions on the part of the Consultant or the agents or employees of the Consultant in the performance of Consultant's services under this Agreement. PAC shall hold Consultant free and harmless from any obligations, costs, claims, judgments, attorney's fees, or attachments arising from or in any way related to the services rendered to PAC. 6. Material Non-Public Information. Consultant understands that as a result of this Agreement Consultant may become privileged to material, non-public information concerning the Company and its operations. As such, Consultant hereby agrees not to trade in the Company's securities at any time it possesses material, non-public information regarding the Company or its operations. 7. Governing Law. This Agreement shall be governed by the laws of the State of Nevada. 8. Miscellaneous. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective successors and assigns. Executed on the day and year first above written. Point Acquisition Corporation Heritage Management Consultants, Inc. By:/s/Timothy P. Halter By:/s/James H. Groh Timothy P. Halter, President James H. Groh, President