Forge Financial Group, Inc.

Advisory Services. Forge, in its capacity as an independent contractor, shall provide ongoing business and financial consulting and advisory services to the Company including, without limitation:

Performance by Consultant. Forge hereby promises to perform and discharge faithfully the responsibilities which may be assigned to Forge from time to time by the officers and duly authorized representatives of the Company, so long as such activities are in compliance with applicable securities laws and regulations.

Advisory Compensation.  In consideration for the services to be provided to the Company by Forge hereunder, the Company shall pay to Forge on the first day of each month during the term of this agreement, the sum of $5,000, and upon consummation of any acquisition or business combination in connection with which Forge serves as advisor to the Company, an amount equal to two percent (2%) of the value of the transaction, payable upon closing.

 

Financings and Business Combinations.  In the event that Forge is responsible for introducing the Company to sources of financing subsequent to the anticipated current Private Placement or to entities that enter into merger/acquisition, joint ventures, strategic alliances or distribution agreements, (“Business Combination”) the Company shall:

a.  

in connection with financings, pay to Forge an amount equal to 10% of  funds invested in or loaned to the Company and issue to Forge or its designees five year cashless exercise warrants to purchase 10% of the equity issued or issuable to the investors exercisable at the investors purchase or exercise price; and

Expenses.  The Company agrees to pay to or promptly reimburse Forge for its expenses related to its services hereunder.

Confidentiality.  Forge will not disclose to any other person, firm or Corporation, nor use for its own benefit or after the term of this agreement, any trade secrets or other confidential information designated by the Company which is acquired by Forge in the course of performing services hereunder.  (A trade secret is information not generally known to the trade, what gives the Company an advantage over its competitors.  Trade secrets can include, by the way of example, products or services under development, production methods and processes, sources of supply customer list, and marketing plans).  Any financial advice rendered by Forge pursuant to this agreement may not be disclosed publicly in any manner without the prior written approval of Forge.  At the conclusion of this engagement and upon request by the Company, Forge shall return all material deemed confidential, supplied by the Company and confirm that any and all copies of such material have been destroyed.

Indemnification.  The Company hereby agrees to indemnify, defend and hold harmless Forge and its affiliates, the respective directors officers agents and employees of Forge and its affiliates and each other person, if any, controlling Forge or any of its affiliates from and against any losses, claims, damages or liabilities (or actions, including shareholder actions, in respect thereof) arising out of the engagement of Forge by the Company pursuant to the terms hereof or in connection therewith, and will reimburse Forge and any other party entitled to be indemnified hereunder for all expenses (including attorney’s fees) in connection to pending or threatened litigation in which Forge or any of its affiliates is a party.  The Company will not however, be responsible for any claims, liabilities, losses damages or expenses, which have resulted from Forge’s misconduct or gross negligence.

Governing Law. The internal laws of the State of Delaware shall govern this agreement.  Any dispute arising out of this agreement shall be adjusted in the courts of the State of Delaware or in the federal courts sitting in the Southern District of the State of Delaware.

Due Authority.  The Company and Forge each represents to the other that it has due authority to enter into this agreement and that the officer executing this agreement has full authority to do so.

Enforcement.  If any legal action or other proceeding is brought in connection with the interpretation or enforcement of any of the provisions of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and other costs incurred in an action or proceeding in addition to any other relief to which the party may be entitled.

By: /s/ Joseph Conti

By: /s/ David Bernstein

Joseph Conti, CEO 

David Bernstein, CEO