CONSULTINGSERVICES AGREEMENT

Information provided. Company shall provide all relevant, accurate and timely information relating to financial and accounting purposes including, but not limited to, full disclosure of all contracts, obligations, Board resolutions and issuance of equity and debt instruments.

Termination of Agreement. This Agreement may be terminated before the end of the original term by either party by any of the following events:

Intellectual and Proprietary Rights. The Consultant recognizes that all rights, including, without limitation, all intellectual and other proprietary rights, and documentation related thereto, which have been provided by Company to Consultant in connection with the performance of any of the services, are owned and shall continue to be owned by Company. Consultant also recognizes and agrees further that all intellectual and other proprietary rights, in and to any methods, systems, inventions, concepts, ideas, know-how, data and databases, technology, and any enhancements, modifications, or additions to the foregoing or to any products owned, marketed or used by as well as any and all material, documentation, information and goods of Company, which have been created or developed by Consultant in connection with the performance of the Services shall inure to the benefit of and belong to Company.

Confidentiality. The Consultant further acknowledges that in the course of providing the Services he may acquire nonpublic information that is confidential to Company which information is the property of Company. As such, Consultant agrees to treat all such information as confidential and not to use or disclose any such information, except as necessary in the performance of Services or as may be required by applicable law.

Arbitration.  (a) Upon the request of any party, any dispute, controversy or claim arising out of or in connection with, or relating to this Agreement or any breach or alleged breach hereof, shall be submitted to, and settled by, binding arbitration in Harris County, Texas administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection of AAA. The disputing parties may also agree to arbitration at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved.

The AAA arbitration award shall be final and binding, and a court having jurisdiction may enter judgment upon the award rendered by the arbitrator(s). The parties hereby irrevocably consent and submit to the jurisdiction of any federal or state court in the Harris County, Texas, for this purpose and waive any objections to such judgment based on venue and/or forum non conveniens. Any provisional remedy which would be available from a court of law shall be available from the arbitrator(s) to the parties to this Agreement pending arbitration. Three neutral arbitrators chosen by AAA shall conduct the arbitration. The parties shall equally bear the arbitration expenses, provided that each party shall pay for and bear the cost of its own experts, evidence, and counsel’s fees.

Notices. Any and all notices required under this Agreement shall be in writing and shall be either hand-delivered or mailed, certified mail, return receipt requested, or delivered by courier delivery service, addressed to: