CONSULTINGAGREEMENT

1.             Engagement of Consultant.  The Company hereby engages Consultant and Consultant hereby agrees to render independent advisory and consulting services for the Company to the best of its ability, upon the terms and conditions hereinafter set forth.  Such consulting services shall include, but not be limited to, consulting advice and performance of services as outlined in Section 2 below.

3.1 In consideration of the Services to be rendered by Consultant, and the performance by Consultant of its obligations under this Agreement, within the earlier of (a) seven days of the consummation of a transaction pursuant to which the shareholders of the Company exchange all of their issued and outstanding shares of common sock of the Company for shares in a corporation (“Pubco”)  whose common stock is included for quotation on the Over-the-Counter Bulletin Board (the “Reorganization”), or (b) February 11, 2009, the Consultant shall be issued a a total of 200,000 share of the Common Stock of Pubco (or, if the Reorganization has not been consummated as of the date of the issuance of such shares, the Company), of which 50,000 shares shall be issued within the earlier of (a) seven days of the consummations of the Reorganization and (b) February 11, 2009 (the “First Stock Issuance Date”) and thereafter the balance shall be issued as follows:

 

(i) 50,000 shares of the restricted Common Stock of Pubco (or, if the Reorganization has not been consummated, the Company) shall be issued to the Consultant six months after the First Stock Issuance Date (the “Second Stock Issuance Date”);

 

(ii) 50,000 shares of the Common Stock of Pubco (or, if the Reorganization has not been consummated, the Company) shall be issued to Consultant six months after the Second Issuance Date (the “Third Stock Issuance Date”);

 

(iii) 50,000 shares of the Common Stock of Pubco (or, if the Reorganization has not been consummated, the Company) shall be issued to Consultant six months after the  Third Stock Issuance Date.

3.2  In addition to the consideration to be paid to the Consultant pursuant to Section 3.1, the Consultant shall be issued options (in a form acceptable to the Company) to purchase an aggregate of 200,000 shares of the common stock of Pubco (or, if the Reorganization has not been consummated as of the date of the issuance of such options, the Company) at $1.50 per share (subject to adjustment as provided on the option), as follows:

4.3 By the Company “with cause,” effective upon delivery of written notice to Consultant given at any time (without any necessity for prior notice) if any one or more of the following shall occur:

4.3.1 a  breach of this Agreement by Consultant, which breach has not been cured within 5 days after a written demand for such performance is delivered to Consultant by the Company that reasonably identifies the manner in which the Company believes that Consultant has breached this Agreement;

If this Agreement is terminated prior to the end of the Consulting Period, the Company shall pay to Consultant all fees earned and all reasonable expenses incurred (provided such expenses were pre-approved as provided by this Agreement) as of the time of such termination.

5.2 Consultant has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company.

5.4 Consultant represents that the Securities that the Consultant will acquire pursuant to this Agreement will be acquired for investment, and not with a view to the resale or distribution of any part thereof, and that the Consultant has no present intention of selling, granting any participation in, or otherwise distributing the same. Consultant further represents that the Consultant does not presently have any contract, undertaking, agreement or arrangement with any person to sell or transfer to such person or to any third person, with respect to any of the Securities.

 

5.5 Consultant acknowledges that the Common Stock and Option  being issued pursuant to this Agreement and the shares of common stock issuable upon exercise of the Option have not been, and will not when issued be, registered under the Securities Act of 1933, as amended (the “Securities Act”).  The Consultant acknowledges that the Securities will be when issued “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Consultant must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities or an exemption from such registration and qualification requirements is available.  The Consultant acknowledges that the Company (and Pubco) has no obligation to register or qualify the Securities for resale.  The Consultant further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Pubco which are outside of the Company’s control, and which the Company and Pubco are under no obligation and may not be able to satisfy.  Consultant acknowledges that no market now exists for the common stock of the Company, and a very limited public market now exists for the common stock of Pubco, and that the Company has made no assurances that a public market will ever exist for the common stock of Pubco or the Company.

6.             Independent Contractor.  It is expressly agreed that Consultant is acting as an independent contractor in performing its services hereunder, and this Agreement is not intended to, nor does it create, an employer-employee relationship nor shall it be construed as creating any joint venture or partnership between the Company and Consultant.  Consultant shall be responsible for all applicable federal, state and other taxes related to Consultant’s consulting fee and the Company shall not withhold or pay any such taxes on behalf of Consultant, including without limitation social security, federal, state and other local income taxes.  Since Consultant is acting solely as an independent contractor under this Agreement, Consultant shall not be entitled to insurance or other benefits normally provided by Company to its employees.  Consultant shall be relying upon the Company to supply accurate data and information without independent verification.

(i)           trade secrets concerning the business and affairs of the Company, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae), compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, and any other information, however documented, that is a trade secret;

(b)   For the purposes of this Section, "Consultant Invention" shall mean any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by the Consultant , Maxim Serezhin, and/or Andrey Zouev either solely or in conjunction with others, during the Consulting Period, or a period that includes a portion of the Consulting Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Company, and any such item created by the Consultant,  Maxim Serezhin, and/ or Andrey Zouev either solely or in conjunction with others that is based upon or uses Confidential Information.

(e)         Publication and Release of Information: Consultant, Maxim Serezhin, and Andrey Zouev shall not disseminate, publish or publicly release any press release or other document regarding the Company that has not been approved in advance by the Company in writing.

11.           Company Information.  The Consultant is not entitled to receive or be privileged to any information regarding the Company or the Company’s business unless it directly and materially relates to the Services he is providing at the time.

12.           Release. Consultant, Maxim Serezhin, and Andrey Zouev each hereby fully and forever waives, releases, acquits and discharges Company and its successors, agents and assigns and all others acting by, through or in concert with it (collectively, the “Released Parties”), from any and all claims, liabilities, obligations, payments, causes of action, rights, damages, debts, penalties, forfeitures, judgments, costs (including attorney’s fees), or executions of any nature whatsoever, whether known or unknown, that now exist, may arise from, relate to or by virtue or by virtue of any matter, cause, event or thing arising from the beginning of the world to the date of this Agreement, and any unasserted claims which Consultant, Maxim Serezhin, and Andrey Zouev, as applicable, may possess against the Released Parties.

13.           Complete Agreement.  This Agreement supersedes any and all of the other agreements, either oral or in writing, between the Company and the Consultant with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to such subject matter in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

14.           Amendment.  No amendment to this Agreement shall be valid unless such amendment is in writing and is signed by authorized representatives of both parties to this Agreement.

15.           Waiver.  Any of the terms and conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled to the benefit thereof, but a waiver in one instance shall not be deemed to constitute a waiver in any other instance.  A failure to enforce any provision of this Agreement shall not operate as a waiver of this provision or of any other provision hereof.

16.           Notices.  All notices, requests, demands and other communications (collectively, “Notices”) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, facsimile transmission or by over night courier, addressed to the party at the address set forth in the introductory paragraph of this Agreement and, in the case of  the Company, with a copy to Marc Ross, Esq., Sichenzia Ross Friedman Ference LLP 61 Broadway, New York, New York 10006, (212) 930-9725 (fax).  Any Notice shall be effective when sent. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

17.           Severability.  In the event that any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any circumstances, the remaining provisions shall nevertheless remain in full force and effect and shall be construed as if the unenforceable portion or portions were deleted.

18.           Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  Any attempt by either party to assign any rights, duties or obligations which may arise under this Agreement without the prior written consent of the other party shall be void.

19.           Governing Law This Agreement shall be interpreted and performed in accordance with the laws of the State of New York, and the parties agree, notwithstanding the principles of conflicts of law, that the internal laws of the State of New York shall govern and control the validity, interpretation, performance, and enforcement of this Agreement.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the State of New York.  The parties and the individuals executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury.

20.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument.

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