Consulting Agreement between Telzuit Technologies, Inc. and James B. Panther II, dated November 17, 2005

Summary

Telzuit Technologies, Inc. has entered into a 90-day agreement with James B. Panther II to provide consulting services related to management, strategic planning, marketing, and advice on becoming a publicly traded company. In exchange for these services, the consultant will receive 100,000 shares of freely tradable common stock, fully earned upon issuance. The agreement outlines the responsibilities of both parties, including the company's obligation to provide necessary information and the consultant's role as an independent contractor. Disputes will be resolved through arbitration in San Diego County, California.

EX-10.3 4 ex10-3.txt PANTHER CONSULTING AGREEMENT, DATED NOVEMBER 17, 2005 EXHIBIT 10.3 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement"), is effective as of this November 17, 2005 between: Telzuit Technologies, Inc. (the "Company") Attention: Don Sproat, CEO 5422 Carrier Drive, Suite 306 Orlando, Florida 32819 Fax: (407) 354-0065 and James B. Panther II ("Consultant") 580 2nd Street, Suite 102 Encinitas, California 92024 Fax ###-###-#### WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating management advisement, strategic planning and marketing in connection with its business, and advisory and consulting related to the Company becoming a publicly trading and reporting company; and WHEREAS, Consultant is qualified to provide the Company with the aforementioned consulting services and is desirous to perform such services for the Company; and WHEREAS, the Company wishes to induce Consultant to provide these consulting services and wishes to contract with the Consultant regarding the same, NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 90 days thereafter. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure, matters in connection with the operation of the businesses of the Company, advisement on issues confronted by publicly trading and publicly reporting companies, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby. Consulting Agreement Telzuit Technologies, Inc. and James B. Panther II November 17, 2005 Page Two 4. DUTIES OF THE COMPANY. ------------------------ The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ a. 100,000 shares of freely tradable common stock ("FT"). The common shares related to the Stock shall be registered in an effective Form S-8 ("S-8") registration statement within 4 days of the execution of this Agreement. b. The FT shall be referred to hereinafter as the "Stock." The Stock shall be deemed completely earned, due, payable and non-assessable as of the date of the issuance of the Stock. There shall be no refunds or diminishment of Consultant's right to the Stock regardless of any event. 6. REPRESENTATION AND INDEMNIFICATION. ------------------------------------ The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 6.5 COMPLIANCE WITH SECURITIES LAWS. ---------------------------------- The Company understands that any and all compensation outlined in Section 5 shall be paid solely and exclusively as consideration for the aforementioned consulting efforts made by Consultant on behalf of the Company as an independent contractor. Consultant is a natural person. Consultant has been engaged to provide the Company with traditional business, management, technical and operational consulting, and related business services. Consultant's engagement does not involve the promotion or marketing of any Company securities, nor does it involve raising money for the Company. 7. MISCELLANEOUS. ------------- a. Modification: This Consulting Agreement sets forth the entire ------------ understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Consulting Agreement Telzuit Technologies, Inc. and James B. Panther II November 17, 2005 Page Three b. Notices: Any notice required or permitted to be given hereunder ------- shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. c. Waiver: Any waiver by either Party of a breach of any provision ------ of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. d. Assignment: Compensation under this Agreement is assignable at the ---------- discretion of the Consultant. e. Severability: If any provision of this Consulting Agreement is ------------ invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. f. Disagreements: Any dispute or other disagreement arising from or ------------- out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego County, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). g. Specific Performance: Consultant shall have the right to demand --------------------- specific performance of the terms, and each of them, of this Agreement. h. Execution of the Agreement: Company and the party executing this ----------------------------- Agreement on behalf of the Company has the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by Company of this Agreement. This Agreement has been duly and validly executed and delivered by Company and constitutes the valid and binding obligations of Company, enforceable in accordance with the respective terms. Upon delivery of this Agreement to Consultant, this Agreement, and the other agreements referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. [THIS SPACE INTENTIONALLY LEFT BLANK] Consulting Agreement Telzuit Technologies, Inc. and James B. Panther II November 17, 2005 Page Four A FACSIMILE COPY OF THIS AGREEMENT SHALL HAVE THE SAME LEGAL EFFECT AS AN ORIGINAL OF THE SAME. IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Telzuit Technologies, Inc. James B. Panther II /S/ Don Sproat /s/ James B. Panther II - --------------------------- --------------------------- Chief Executive Officer James B. Panther II Print Name: Don Sproat