ConsultancyAgreement

1.

2.

 

·

Working with the chairman of the Company to raise investment including creating suitable financial marketing collateral to support investor meetings.

 

·

Overseeing the operational roll out of projects and driving them to profitability. This will include the recruitment of senior personnel and the setting of key objectives.

 

·

Working closely with senior management to ensure more accurate, timely reporting is achieved and ensuring that USA SEC reporting requirements are met.

 

·

Introducing controls and procedures appropriate for a public company.

3.

4.1

The parties declare that it is their intention that the services to be performed under this agreement may be carried out by any employee of the Consultant (such employee however to be a suitably qualified and experienced individual as well as having experience of bringing a company to London’s AIM stock market and that the work shall be carried out both at the offices of the Consultant and at the international offices of the Company. No employee of the Consultant shall be deemed to be an employee, agent or partner of the Company. It is agreed that the Consultant shall be responsible for all tax liabilities and national insurance or other similar contributions in respect of its own employees and the Consultant agrees, in relation to all of its employees, to indemnify the Company against all demands for income tax, national insurance contribution, penalties and interest made against them in respect of the Consultant’s services hereunder.

4.2

Whilst all due skill and care will be exercised by the Consultant in carrying out the services for the Company, the Consultant is not registered as an business consultancy practice and does not carry professional indemnity insurance in respect of its work. The Company agrees that it will not hold the Consultant or any of its employees liable in any way and indemnifies the Consultant in full against all and any liabilities arising in the course of carrying out the services hereunder for the Company. The Company acknowledges that the Consultant is not regulated.

5.1

The Consultant will invoice the Company at the rate of £10,000 per month (the “Full Rate”) (or at the corresponding pro rata amount) at the start of each month. The Company agrees to make payment within 7 calendar days of each invoice date. In additional the Consultant will be entitled to enjoy UK public holidays and up to 5 weeks paid holiday (on a pro rata basis) per annum.

5.2

However, the Consultant and the Company recognize that that the level of payment for consultancy services may be varied by mutual consent (including an exchange of e-mails) and due to cash flow constraints the payment of the Full Rate may not always be payable. It is currently envisaged that the Company will be able to pay according to the following table:

 

·

was public knowledge or already known to the receiving party at the time of disclosure; or

 

·

subsequently becomes public knowledge other than by breach of this agreement; or

 

·

subsequently comes lawfully into the possession of the receiving party from a third party;

 

·

is required to be disclosed by any public or government authority.

7.2

To the extent necessary to implement the provisions of this agreement each party may disclose confidential information to any of its employees.

7.3

All documents and other records (in whatever form) containing confidential information received from the other party shall be returned promptly to the other party on termination of this agreement.

7.4

These restrictions shall continue to apply after the termination of this agreement for a period of one year.

1.1

This Agreement constitutes the entire agreement between the parties and is governed by the laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English courts.