EngagementAgreement

1.  

Services.  Marathon shall provide Brian Rodriguez or another qualified individual to serve as a consultant to the Client (Marathon and such consultants are collectively referred to herein as the “Consultant”).  The Consultant shall provide advisory services to the Client to provide guidance to the Client in the areas of accounting/finance, internal controls and Sarbanes-Oxley compliance (the “Services”).    Without limited the generality of the following, the Consultant is not acting as chief financial officer or controller for the Client and is not responsible for maintaining or compiling financial records, preparing financial statements, performing SEC reporting or other duties typical of a chief financial officer or controller.  The Consultant shall expend such time as is reasonably necessary to fully perform the Services, up to a maximum of twenty (20) hours per month, and shall devote his best efforts, experience and judgment to fully discharge the duties and responsibilities under this Agreement and as reasonably contemplated hereby, and shall act in conformity with the written policies of the Client and within the limits, budgets, business plans and instructions as set by the Client. Not withstanding anything to the contrary herein, Consultant shall not be required to devote more than 20 hours per month to performing its duties pursuant to this Agreement.  Consultant shall be subject to the authority of the Client’s board of directors and Chief Executive Officer and President and to all provisions of its Certificate of Incorporation and Bylaws.

2.  

Limitation of Services.  It is understood between the parties that the Consultant is not providing legal services, or independent accounting services and such services must be retained by the Client, at its own cost and expense. It is expressly acknowledged that Marathon will utilize best efforts in performing the Services contemplated hereby but no representations are made as to the ultimate success of the Client in carrying out the Client’s business.

3.  

Term.  The Services shall commence on the effective date of the anticipated reverse merger with a public shell company or similar reorganization transaction (the “Effective Date”).  The Services shall terminate one year from  the Effective Date.  In addition, this Agreement may be terminated early as follows:

4.  

Location.  The Services will be performed both remotely and at the Client’s office site or other location as the Client shall reasonably request.

5.  

Payment. During the term of this Agreement, Marathon shall be paid cash consideration of $7,000 per month, with payment due upon the 15th calendar day of each month.  In the event the Effective Date occurs on a date other than the first calendar day of the month, Marathon shall be paid a pro-rated amount of the $7,000 for the first month, with such payment being made within 15 days after the Effective Date.  In addition, Marathon shall be paid equity compensation in the form of 100,000 shares of the Client’s common stock.  Said equity compensation shall be issued to Marathon and fully-vested by Marathon within 10 business days of the Effective Date.  In addition, Marathon shall be issued warrants to purchase 300,000 shares of the Client’s common stock with an exercise price of $1.10 per share .  The warrants shall vest as follows:  50% on the first 12-month anniversary of the Effective Date and 50% on the second 12-month anniversary of the Effective Date.  The warrants shall have a 3-year term and a cashless exercise feature.  In addition, provided Marathon presents the Client with reasonable acceptable proof of such expenses, the Client shall reimburse Marathon for any reasonable, accountable, out-of-pocket expenses (the “Reimbursable Expenses”) incurred by Marathon related to travel to the Client’s office or board meeting locations or any other expenses incurred related to performing the Services provided in this Agreement.  The Reimbursable Expenses shall be invoiced by Marathon to the Client, with payment due upon receipt of invoice. Notwithstanding anything to the contrary herein, any expense in excess of $500 shall need the prior written approval of the Client in order to be eligible for reimbursement from the Client.

6.  

Independent Contractor Relationship.  The parties understand and agree Marathon shall perform the Services under this Agreement as an independent contractor and under no circumstances is Marathon or its employee(s) to be considered a Client employee or agent.

7.  

Non-exclusivity of Undertakings. Client expressly understands and agrees that Marathon shall not be prevented or barred from rendering services of the same nature as or a similar nature to those Services described in this Agreement, or of any nature whatsoever, for or on behalf of any person, firm, corporation, or entity other than the Client, provided that the rendition of such services does not in any way interfere with Marathons’ obligations pursuant to this Agreement.

8.  

Mutual Indemnification.  Both parties agree to indemnify and hold each other harmless for any injuries to persons or property caused by the intentional and willful acts of each party’s own employees in the performance of services under this Agreement.  Furthermore, the Client hereby agrees to hold harmless and indemnify Marathon, against any and all expenses incurred by reason of the fact that Marathon is or was an, officer, agent, Marathon or advisor of the Client, but only if Marathon acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Client and, in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any proceeding by judgment, order of the court, settlement, conviction, or upon a plea of NOLO CONTENDERE, or its equivalent, shall not, of itself, create a presumption that Marathon did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Client, and with respect to any criminal proceeding, shall not create a presumption that such person or entity believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Marathon is alleged or proven. Notwithstanding the foregoing, in the case of any proceeding brought by or in the right of the Client, Marathon shall not be entitled to indemnification for any claim, issue or matter as to which the Client has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Marathon or for amounts paid in settlement to the Marathon, unless and only to the extent that, the court in which the proceeding was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the person or entity is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

9.

Confidential Information.   In consideration of the compensation and benefits to be paid or provided to the Consultant by the Client under this Agreement, the Consultant covenants as follows:

By

By

Name

Brian E. Rodriguez

Name

Philmore Anderson

Its

President