ConsultINGAgreement

ConsultING Agreement

This Consulting Services Agreement (“Agreement”) effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”), a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented Reality LLC (“Infinity AR”) and Yossi Shemesh (“Shemesh”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:

Shemesh shall render to Infinity AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

Shemesh will provide to Infinity AR a monthly report in a form reasonably acceptable to Infinity AR.

This Agreement shall continue in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional 6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the end of the original term or of any such renewal period.

NEITHER PARTY WILL BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

SUBJECT TO THE ABOVE, EACH PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID BY INFINITY AR TO SHEMESH IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

"Intellectual Property Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions, improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets; each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.

Shemesh agrees and undertakes that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement, for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities of Infinity AR in the field of Augmented Reality.

Neither Party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party, provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing, if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for the benefit of the surviving or consolidated entity.

Any dispute or claim arising out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

Exhibit A

SERVICES

FACE RECOGNITION CONSULTING

AUGMENTED REALITY (“AR”) FACE RECOGNITION CONSULTING

SUPPORT & TROUBLESHOOTING