Form Of Consulting Agreement with Fuselier and Co., Inc

Intellectual Property - Consultant will work with Company to prepare a list all patents, trademarks, trade names, service marks and copyrights owned or used by the Company, all applications therefore and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related thereto (quarterly) as requested by the Company.

Reports -  Consultant will assist Company with the preparation of descriptions or reports of the Company as requested by the Company, including any brochures used in soliciting business or advertising.  Consultant will assist with the preparation of overviews of market reports, analyses, articles, studies, appendices or other reports that may be needed and requested by the Company.

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Environmental Matters – Should Company maintain a production facility or warehouse, Consultant will assist with compilation of information about environmental matters relating to audits and site assessments, complaints, lawsuits, or claims that are readily known to the Company as requested by the Company. Consultant will assist Company with the review and compilation of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities as requested by the Company.

Employment Practices -  Consultant will assist Company with review of and preparation of employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company as requested by the Company.

Engagement Fee:  During the term of this Agreement, NLEF shall pay Consultant an Engagement Fee as set forth in Exhibit A which will be earned as described in such Exhibit. Such payments represent fees relating to assisting in the operation of the Company, gathering of due diligence, preparation of marketing information and financing materials, introduction to sources, preliminary transaction discussions and other related activities.

Payment of Fees to Consultant.  The Company agrees that all fees due to Consultant will be paid as set forth in Exhibit A or within 15 days following receipt of Consultant’s invoice for Services for the month, or other relevant time period, in which the Services were performed and compensation earned.

Expenses:  Company shall reimburse Consultant for its approved out-of-pocket expenses (“Reimbursable Expenses”) and Consultant will provide appropriate documentation of these expenses.

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 The term of this Agreement shall commence on February 14, 2012 and shall remain in effect for a period of two years, with automatic one hundred eighty day extension, provided that neither party has provided written notice ninety days prior to the anniversary of the agreement.  All rights and obligations hereunder shall be terminated upon the expiration of this Agreement, provided that (a) termination of this Agreement shall not affect the provisions of paragraphs 2 and 3 in respect of payment of fees and (b) all parties hereto shall continue to be bound by the terms of the confidentiality and exclusivity provisions of this Agreement even after the expiration of the term of this Agreement.

Confidentiality: Each of the parties hereto (the “Recipient Party”) will from time to time receive certain trade secrets and confidential information ("Confidential Information") from each other and unaffiliated third parties (including prospective investor(s)) and their respective representatives, employees and agents (the "Disclosing Party").  The Recipient Party agrees not to use (except in connection with the performance of its duties hereunder) or disclose at any time (except to the Recipient Party's employees and agents who require the same for the purposes hereof and who are bound to the Recipient Party by like obligations as to confidentiality and use restrictions as contained in this Agreement) Confidential Information provided to it by the Disclosing Party or its agents and advisors.  Confidential Information shall include, without limitation, computer models and databases, lists of contacts and any other information identified in advance by the Disclosing Party as confidential. Confidential Information shall not include any information that (i) was in the public domain prior to disclosure, or (ii) is independently developed, or (iii) is received from a third party with no breach of a duty owed hereunder.  The Recipient Party agrees not to disclose or to use in a competitive manner Confidential Information for a period of the greater of two years following the termination of this Agreement or the term of any confidentiality agreement governing such Confidential Information.

Entire Agreement: This represents the entire agreement between NLEF and Consultant with respect to the subject matter hereof, superseding all previous oral or written communications, representations, understandings or agreements relating to this subject.  This Agreement may be modified only by a duly authorized party and executed in writing signed by the parties hereto.

Notices:  Any notice provided under this Agreement shall be in writing and shall be deemed to have been effectively given (i) upon receipt when delivered personally, (ii) two business days after sending when sent by a commercial express delivery service (such as Federal Express or USPS Express Mail) providing a delivery confirmation, or (iii) 5 business days after depositing with the post office a notice sent by certified mail, return receipt requested, to the addresses noted in the preamble to this contract or any updated address provided by either party for notices.

Independent Contractor and Withholding: At all times, the Consultant will be an independent contractor, and as such, will not have the authority to bind Company.  Consultant will not act as an agent nor shall Consultant be deemed to be an employee of Company for the purposes of any employee benefits, or otherwise.  Consultant recognizes that no amount will be withheld from its compensation for payment of any federal, state or local taxes and that Consultant therefore has sole responsibility to pay such taxes, if any, and file such returns as shall be required by applicable laws and taxes, if any. Consultant agrees to defend, indemnify and hold Company harmless from any and all claims made by any entity on account of an alleged failure by Consultant to satisfy any such tax or withholding obligations.   Consultant shall not enter into any agreements or incur any obligations on behalf of Company except as presented and approved by Company’s Board.

Assignment: This Agreement may be assigned to an entity that is not substantially owned or managed by Consultant or its Principal.   Company may not assign any rights and liabilities under this Agreement (as a group with other similar agreements with consultants) to a subsidiary or an affiliate or to a successor to all or a substantial part of its business and assets without the consent of Consultant. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each of the heirs, assigns and successors of the respective parties.

Severability: If any court or arbitrator shall determine that any provision of this Agreement is invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

Governing Law: This agreement shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and services to be performed within such jurisdiction

Arbitration: Any dispute or disagreement which may arise among the parties hereto in connection with either the interpretation or the performance or nonperformance hereof, shall be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association or such other arbitration services as may be agreed upon by the parties. The place of arbitration shall be New York, New York.  The prevailing party shall be entitled to its reasonable attorneys fees.

Counterparts: More than one counterpart of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed an original.

Authority to Act. The Company hereby represents and warrants that this Agreement has been approved by resolution of the Company's Board of Directors, a copy of which is attached hereto and the President of the Company has been authorized to execute this Agreement on behalf of the Company.

Indemnification. Company will indemnify and hold Consultant and its employees harmless from any and all claims arising from its activities as financial consultant to Company, except in the event the actions or inactions of the Consultant are deemed to involve gross negligence.  Such indemnification shall include, but not be limited to, Consultant's attorneys’ fees.