CONSULTING AND MEDIA AGREEMENT

       (a)

Consultant. Consultant hereby represents and warrants to the Company as follows:

 

(i)

Consultant shall utilize its best efforts to design the Campaign in a manner most beneficial to the Company, however, it is understood that Consultant makes no representations or warranties regarding the eventual impact of the Campaign upon the market and price for the Company's securities.

 

(ii)

Consultant shall, at the direction of the Company, prepare copy for publication based on information provided by the Company. Consultant shall provide the Company with a copy of all Print Media it intends to utilize; the Company shall have three (3) business days to approve such Print Media. After the expiration of three (3) business days, Consultant will make a second request for approval for response due in twenty-four (24) hours. If no response is received to the second request within twenty-four (24) hours, then the Company shall be deemed to have approved such Print Media. It is understood that Consultant shall not be obligated to make an independent investigation of any information provided by the Company and that Consultant shall have the right to rely exclusively upon the accuracy of statements and documents provided by the Company to Consultant.

 

(iii)

Consultant's activities at all times will comply with all applicable laws.

 

(iv)

Consultant has all necessary licenses, permits, etc., to conduct its affairs and to receive compensation.

 

(v)

Consultant is aware of restrictions on the use and publication of material non-public information.

 

(b)

Company.  The Company hereby represents and warrants to Consultant that:

 

(i)

All information provided by the Company to Consultant: (A) shall be true, complete and accurate in all material respects; and (B) shall not omit information material to the operations of the Company which is relevant to the advertorial pieces and shall be disseminated pursuant to a press release provided to Marketwire, Incorporated prior to appearing in any Consultant’s media. Consultant shall provide a series of guidelines, set forth in Exhibit C hereto, regarding public disclosure of information and the Company agrees to comply with such guidelines, as long as such guidelines do not conflict with any of those provided by the Financial Industry Regulatory Authority (“FINRA”), the Securities and Exchange Commission (“SEC”) or any other regulatory agency. In the event the Company fails to comply with any of the requirements, then Consultant's obligation to conduct the Campaign and to provide potential investor leads shall be suspended until the Company is in full compliance. Upon execution of this Agreement the Company shall appoint a company representative who shall be the sole point of contact with Consultant, stockbrokers introduced by Consultant and prospective investors. The Company further represents that the Company shall provide Consultant with an immediate written update in the event circumstances change causing information provided to Consultant to be materially inaccurate. The Company represents that it shall at all times comply in all material respects with applicable state and federal securities laws including, but not limited to complying with all notice and filing requirements. It is understood that the design and implementation of a national media campaign is an expensive endeavor requiring advanced planning, thus in the event the Company breaches this subsection, and such breach shall continue for ten (10) business days after Company's receipt of written notice of such breach from Consultant, then Consultant shall have the right to (I) immediately terminate the Campaign; and (I) immediately demand all amounts due and owing under this Agreement.

 

(ii)

During the first thirty days of this Agreement, at all times during regular business hours, upon reasonable notice, representative(s) from Consultant will have full access to the books and records of the Company, provided such documents are "public" information, in order to insure that the Company is a suitable client, such determination as to suitability to be made by Consultant in its sole discretion.

 

After the period of thirty days has expired, the Company will, upon reasonable notice, allow representative(s) of Consultant access to books and records, provided such documents are public information, for ongoing consulting purposes. Should, during the term of this Agreement, Consultant determine in its sole discretion that the Company is an unsuitable client, the Campaign may be immediately terminated by Consultant pursuant to a written notice to the Company. In the event Consultant elects to terminate the Campaign under this subsection, then it shall be obligated to return all unearned compensation. The amount spent will be determined by adding up all media, advertising, or other services provided as designated in Exhibit D hereto attached. Company recognizes all media or services that have been reserved for placement will also apply against dollars spent. Upon cancellation Consultant will provide proof of all media and services that have run, and that are scheduled to run.

 

(iii)

The Company agrees to indemnify and hold harmless Consultant and each of its officers, directors, and agents, employees and controlling persons (collectively "Indemnified Persons") to the fullest extent permitted by law, from any and all losses, claims, damages, expenses (including reasonable fees, disbursements, and other charges of counsel), actions, proceedings or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), actually incurred by Consultant as the proximate result of the Company providing Consultant inaccurate and false information. In connection with the Company's obligation to indemnify for expenses as set forth above the Company further agrees to reimburse each Indemnified Person for all expenses (including reasonable fees, disbursements and charges of counsel) as they are incurred by such Indemnified Person. In order to provide for just and equitable contribution in any case in which any person entitled to indemnification hereunder makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section provided for indemnification, then and in each such case the Company and Consultant shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after any contribution from others) in such proportion taking into consideration the relative benefits received by each party in connection with this Agreement, the parties' relative knowledge and access to information concerning the matter with respect to which the claim was assessed, the opportunity to correct and present any statement or omission and other equitable considerations appropriate under the circumstances; and provided, that, in any such case, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities and Exchange Act of 1934) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

(iv)

The Company agrees to the following: (A) Consultant shall be notified thirty (30) business days prior to the commencement of any equity or debt raised by the Company; provided, however, the Company shall not sell any securities pursuant to Regulation S of the Securities Act of 1933 without the express written consent of Consultant, which consent may be withheld in Consultant's sole and absolute discretion; (B) the Company agrees that during Consultant’s awareness program the Company shall not, subsequent to the date of this agreement, issue or provide any exempt shares from registration under Rule S-8, unless consent is granted from Consultant prior to issuance; (C) Consultant shall be provided copies of all filings by the Company with the Securities & Exchange Commission within three (3) business days of such filing; (D) the Company shall notify Consultant of any other activities it becomes aware of which might materially and adversely impact upon the market for the Company's securities, including, but not limited to: trading lock-up agreements and expirations, pending registration rights and communications with the brokerage community and market-makers for the Company's securities. In the event the Company shall breach this subsection, and such breach shall continue for ten (10) business days after Company receipt of written notice of such breach from Consultant, Consultant shall have the right to: (I) terminate or delay the Campaign; (II) retain all Restricted Securities and  (III) obtain reimbursement for all unreimbursed out-of-pocket costs.

 

(a)

Further Actions. At any time and from time to time, each party agrees, at its expense, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purposes of this Agreement.

        (b)

Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested (or by the most nearly comparable method if mailed from or to a location outside of the United States), or delivered against receipt to the party to whom it is to be given at the address if such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section). Any notice given to any corporate party shall be addressed to the attention of such parties President. Any notice or other communication given by certified mail (or by such comparable method) shall be deemed given at the earlier of five (5) business days after certification or at the time of receipt thereof.

          (c)

Early Termination or Interruption of Contract.

 

(i)

Should the Company wish to terminate the services of Consultant, without cause, during the term of this Agreement, the Company shall be required to give thirty (30) days written notice to Consultant. The Company shall pay Consultant the monthly fee specified in this Agreement that is due during the month of cancellation, and the monthly fee due during the subsequent month to cancellation. Consultant's services during said subsequent month will be limited to winding down Campaign and providing all leads to Company.

 

(ii)

The Company shall have the right to immediately terminate this Agreement for "Cause" as hereinafter defined. "Cause" shall exist in the event of Consultant's: (A) malfeasance; (B) willful refusal to perform its duties under this Agreement; (C) purposeful and willful breach of the covenants contained in this Agreement; and/or (D) acts of dishonesty or the commission of any misdemeanor, felony, or other crime involving moral turpitude. In the event this Agreement is terminated for Cause as set forth in this section, Consultant shall be obligated to return all unearned compensation. Upon cancellation Consultant will provide proof of all media and services both that have run, and are scheduled to run.

          (d)

Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

 

Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and Consultant and their respective successors and assigns, provided, however, that any assignment by any party of its rights under this Agreement without the written consent of the other party shall be void.

 

Damages. In the event any covenant, representation, warranty or other term of this Agreement is breached by either party and such breach shall continue for a period of ten (10) business days after receipt of written notice from the other party, the non-breaching party shall be relieved of any obligations it may have hereunder, and the non-breaching party, in addition to the rights and remedies granted hereunder, shall be entitled to all other recourse provided by applicable law.

          (g)

Severability. If any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in effect, and any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to any other persons and circumstances.

          (h)

Headings.  The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

 

Counterparts:  Governing Law.  This Agreement may be executed in any number of counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict laws.

 

Dispute Resolution.  In the event of a dispute with respect to this Agreement: (A) such dispute shall be arbitrated in accordance with the rules of the State of Florida and (B) the prevailing party shall be incurred in litigating or otherwise resolving or settling such dispute.

 

Facsimile Copy.  Both parties agree that upon receipt of signatures via facsimile this Agreement can be deemed as an original and is binding.

1.  

Monthly Management Fee: $2,500 monthly

2.  

Inclusion of the Company in the Consultant’s Green Street Report shall be valued at $28,600 with a minimum distribution of 25,000 to Consultant’s subscribers.

3.  

Website Design shall be provided at the cost of $3,000 as shown in Exhibit D hereto attached.

4.  

Internet Media, bookmarking, social media, search engine optimization and monitoring shall be provided at the cost of $500 per month as shown in Exhibit D hereto attached.

5.  

Consultant represents that during the term of the Campaign it shall provide at least 5,000 qualified leads regarding prospective investors during the term of the contract and in which time the Campaign is in effect. In the event that the Campaign does not generate, or Consultant can not provide, the required number of names or leads, Consultant shall be required to continue the Campaign without additional compensation or expense to the Company until the required number of leads has been provided.

6.  

The Consultant shall produce a video of 10 - 15 minutes in length profiling the company with management interviews at a cost of $10,000.

7.  

All other services including attendance at investor and trade conference, corporate brochure and other services shall be provided at the cost mutually agreed by Company and Consultant.

The term of the advertising and media program shall be six (6) months and this term may be extended by mutual written agreement.

i.  

The Company shall pay the Consultant a monthly Management Fee of $2,500 due at the first day of each calendar month.

ii.  

As additional compensation hereunder, the Company shall remit to Consultant 50,000 options at the strike price determined by the closing bid price on the date of issuance, of which (i) 25,000 shall be payable upon receipt by the Company of $2,500,000 in investment capital emanating directly or indirectly from Consultant’s efforts under this Agreement within three (3) months from the Effective Date; and (ii) 25,000 shall be payable upon receipt by the Company of $5,000,000 in investment capital emanating directly or indirectly from Consultant’s efforts under this Agreement within six (6) months from the Effective Date (the “Performance Fee”). All options shall have a term of two (2) years. It is understood the shares underlying these options will have piggy back registration rights; however such shares will not be tradable until the Campaign is terminated.

1.

The best information to use will be all materials that will provide factual and truthful information on the Company’s history, operations, technology, research and development and products.

2.

Financial information which is audited and public. Example:  "For fiscal year end 2007 the Company revenues were $XXXX.XX.”

3.

Names of outside persons, companies or products may not be used without the express, written permission of the "entity". This involves providing the "entity" with a copy of the proposed statement specifying where it will be printed and obtaining written consent of the "entity".

4.

All references must have verifiable sources. Example:  "The market of this technology has been estimated to be in excess of $50 million.  (See Forbes Magazine pg. xx, Aug., 2007).”

5. 

   Projections, whether of financials, sales, or otherwise are dangerous as they may be relied upon as fact. If not met, they can be the basis of law suits. All projections must be pre-released in a Company press release prior to any Consultant publishing.

6. 

   Exaggerations and exclamations are to be avoided at all times.

7. 

  An omission of material fact is also considered misleading if not fully disclosed. Example:  "The Company received a large order for their product - however, the Company failed to state the order was given at a 60% discount off the Company's regular prices. The statement could then be fraudulent and misleading.”