CA#1 Library/Student Resourc… · Web viewCA#1. BUSINESS CONSULTANT AGREEMENT. This Business Consultant Agreement ("Agreement') is made and effective November 10, 2010. BETWEEN:

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BUSINESS CONSULTANT AGREEMENT

This Business Consultant Agreement ("Agreement')is made and effective November 10, 2010

BETWEEN:ABC lnvestment Consulting Co, Ltd (the "ABC Company"), an entity with his main address located at a company organized and existing under the laws of the People's

Republic Of China, with its head office located at: XXX, China AND:

DEF Consulting Management Inc (the "Consultant"), a company organized and existing under the laws of the state of Delaware, with its head office located at: XXX,USA

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

1. CONSULTATION SERVICES The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the clients, officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, and generally any matter arising out of the business affairs of the company in conducting business with companies in United States.

2. TERMS OF AGREEMENT This agreement will begin 11-01-2010 and will end 10-31-2012. Either party may cancel this agreement on 30 days notice to the other party in writing, by certified mail or personal delivery.

3. TIME DEVOTED BY CONSULTANT It is anticipated the consultant will spend approximately 180 hours in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of 15 hours per month to its duties in accordance with this agreement. Hours spend over 180 hours stated limit shall pay as $80 per hour rate accordingly.

4. PLACE WHERE SERVICES WILL BE RENDERED The consultant will perform most services in accordance with this contract at a location of consultant's discretion. In addition, the consultant will perform services on the telephone and at such other places as necessary to perform these services in accordance with this agreement.Business Consultant Agreement

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5. PAYMENT TO CONSULTANT The consultant will be paid at the rate of $80/hour for work performed in accordance with this agreement. However, the consultant will be paid at least $12000 per year regardless of the amount of time spent in accordance with this agreement. The consultant will submit an itemized statement setting forth the time spent and services rendered, and the company will pay the consultant the amounts due is indicated by statements submitted by the consultant within 14 days of receipt.

6. INDEPENDENT CONTRACTOR Both the company and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes as required.

7. CONFIDENTIAL INFORMATION The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

8. EMPLOYMENT OF OTHERS The company may from time to time request that the consultant arrange for the services of others. All costs to the consultant for those services will be paid by the company but in no event shall the consultant employ others without the prior authorization of the company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.ABC COMPANYCONSULTANT

Authorized Signature Authorized Signature……………., General Manager …………….., PresidentPrint Name and Title Print Name and Title

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BUSINESS CONSULTANT AGREEMENT

This Business Consultant Agreement (“Agreement”) is made and effective this April 28, 2008,

BETWEEN: ABC (the “Consultant”), an individual with a business address at: c/XXX, the

NetherlandsAND:

DEF Technology Corporation (the“Company”), a corporation organized and existing under the laws of the State of Delaware, with its head office located at: XXX, USA

WHEREAS, the Company desires to receive certain consulting services from the Consultant; andWHEREAS, the Consultant desires to provide those consulting services to the Company pursuant to the terms of this Agreement;NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: 1.CONSULTATION SERVICES

The Company hereby engages the Consultant to perform the following services (the“Services”) in accordance with the terms and conditions set forth in this Agreement: The Consultant will consult with the directors, officers and employees of the Company concerning matters relating to the management and organization of the Company, its financial policies, the terms and conditions of employment of the Company’s employees, and generally any matter arising out of the business affairs of the Company. 2.TERMS OF AGREEMENT

This term of this Agreement will begin on the date hereof and will end on the first anniversary of the date hereof. Either party may terminate this Agreement on 60 days’ notice to the other party in writing, by certified mail or personal delivery. Upon termination of this Agreement or expiration of the term hereof: (a) each party shall remain liable to the other for any breach of this Agreement prior to such expiration or termination; and (b) the Consultant will be entitled to all amounts due from the Company under this Agreement up to the date of termination or expiration. The provisions of Sections 6, 7, 8, 9 and 10 of this Agreement, as well as any other provisions of this Agreement applicable thereto, shall survive any termination or expiration of this Agreement.

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3.TIME DEVOTED BY CONSULTANTIt is anticipated the Consultant will spend approximately eight hours per week in fulfilling its obligations under this Agreement. The particular amount of time may vary from day to day and from week to week. However, the Consultant shall devote a minimum of 32 hours per month to its duties under this Agreement.

4.PLACE WHERE SERVICES WILL BE RENDERED

The Consultant will perform most Services at a location to be determined in Consultant’s sole discretion. In addition, the Consultant will perform Services by telephone and at such other places as reasonably necessary to perform the Services. 5.PAYMENT TO CONSULTANT

The Company will pay the Consultant a flat monthly fee of US$ 4,167 as consideration for the Services. The Services will be invoiced monthly in advance and the Company shall pay the amounts so invoiced within 15 days of receipt of the invoice. The Company will also reimburse the Consultant for the reasonable out-of-pocket expenses incurred by the Consultant in the provision of the Services. Promptly after the end of each calendar month, the Consultant will submit an itemized monthly statement setting the out-of-pocket expenses incurred in the preceding month and the Company will pay the Consultant the amounts due as indicated by statements submitted by the Consultant within 15 days of receipt. 6.INDEPENDENT CONTRACTOR

Both the Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the Consultant shall be responsible for payment of all taxes including U.S. Federal, State and local and Dutch taxes arising out of the Consultant’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required. 7.LIMITATION OF LIABILITY

The Services are provided “as is” and the Consultant expressly disclaims, and the Company hereby expressly waives, all express warranties and all other warranties, duties and obligations implied in law, including warranties of merchantability and fitness for a particular purpose. No statements in this Agreement or in any other document shall be read to be an express warranty nor create a warranty, duty or obligation implied in law, including, without limitation, warranties of merchantability and fitness for a particular purpose. The Consultant does not warrant that the Services will meet the Company’s requirements or that Services will be error free. The Consultant shall not be liable to the Company or any of its affiliates for any loss, liability, damage or expense arising out of

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or in connection with the performance of the Services, unless such loss, liability, damage or expense shall be proven to result directly from the willful misconduct of the Consultant. In no event will the Consultant be liable to the Company for special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if the Consultant has been advised of the possibility of such damages. Under no circumstances will the liability of the Consultant exceed, in the aggregate, the fees actually paid to the Consultant hereunder. 8.INDEMNIFICATION

Without in any way limiting any rights to indemnification under applicable law, the Company shall reimburse, defend, indemnify and hold harmless the Consultant from and against any damage, loss, liability, deficiency, diminution in value, action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, cost and other expense (including, without limitation, reasonable legal fees and expenses) arising out of, related to or in connection with (a) any act or omission of the Consultant in connection with or relating to the Services or this Agreement, except to the extent proven to result directly from the willful misconduct of the person seeking indemnification, (b) any act or omission made at the direction of the Company or (c) any act or omission of the Company. 9.EMPLOYMENT OF OTHERS

The Company may from time to time request that the Consultant arrange for the services of others. All costs to the Consultant for those services will be paid by the Company but in no event shall the Consultant employ others without the prior authorization of the Company.

10.CONFIDENTIALITY

From and after the date hereof, Consultant shall maintain the confidentiality of any confidential information concerning the Company, its subsidiaries or their respective businesses, including, without limitation, any such information that may hereafter be received by Consultant in connection with Consultant’s provision of Services or otherwise pursuant to this Agreement (the “Confidential Information”); provided, however, that this Section 10 shall not restrict:

(a) any disclosure by Consultant of any Confidential Information required by applicable law or regulation, or any securities exchange (but only such portion of the Confidential Information that Consultant is legally required to disclose), but if permitted by applicable law or regulation, Consultant shall give the Company notice and a reasonable opportunity to contest such disclosure or seek an appropriate protective order;

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(b) any disclosure by Consultant of any Confidential Information in connection with the exercise of his rights and obligations as a member of the Board of Directors of the Company (or any committee thereof); (c) any disclosure on a confidential basis to Consultant’s attorneys, accountants and other advisors; and (d) any disclosure of information that:

(i) is publicly available as of the date of this Agreement; (ii) after the date of this Agreement, becomes publicly available through no fault of Consultant; or (iii) is received by the Company from a third party not, to Consultant’s knowledge, subject to any obligation of confidentiality with respect to such information.

11.NO ASSIGNMENT

Subject to the immediately following sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns shall be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the other parties. 12.APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any disputes under or in connection with this Agreement shall be exclusively submitted to a court of competent jurisdiction in Eindhoven, the Netherlands.[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. DEF TECHNOLOGY CORPORATION By: /s/ ………… /s/ …………Name:…………… ……………Title: CEO

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BUSINESS CONSULTANT AGREEMENT This Business Consultant Agreement ("Agreement") is made effective January 1, 2011.

BETWEEN:Dr. ABC, MD, (the "Consultant"), an individual with his main address located at:

…………………………, ND

AND:DEF, Inc. (the "Company"), a company organized and existing under the laws of the

State of Delaware, with its head office located at:

………………….. Seattle, WA

NOW, THEREFORE, in considerÂation of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

A.CONSULTATION SERVICES

The company hereby employs the consultant as a member of the Scientific Advisory Board to perform the following services in accordance with the terms and conditions set forth in this agreement: Provide scientific advice to the board of directors and officers of the Company; recommend additional qualified individuals to join the SAB, and participate in meetings of the SAB.

B.TERMS OF AGREEMENT

This agreement will begin the effective date of this agreement and will end December 31, 2011. Either party may cancel this agreement on 30 days notice to the other party in writing, by certified mail or personal delivery. This agreement can be extended on an annual basis upon mutual written agreement of the parties.

C.TIME DEVOTED BY CONSULTANT

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It is anticipated the consultant will spend approximately four hours per month in fulfilling its obligations under this contract. The particular amount of time may vary from month to month. However, the consultant shall devote a minimum of four hours per month to its duties in accordance with this agreement.

D.PLACE WHERE SERVICES WILL BE RENDERED

The consultant will perform most services in accordance with this contract at a location of consultant's discretion. In addition, the consultant will perform services on the telephone and at such other places as necessary to perform these services in accordance with this agreement.

E.COMPENSATION, BENEFITS AND EXPENSES

5.1Compensation

In consideration of the services to be rendered hereunder, Consultant shall be paid $250.00 per hour.

5.2Benefits

Other than the compensation specified in this 5.1, Consultant shall not be entitled to any direct or indirect compensation for services performed hereunder. 5.3Expenses

The Company shall reimburse Consultant for reasonable travel and other business expenses incurred in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement.

6. INDEPENDENT CONTRACTOR

Both the company and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

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7 CONFIDENTIAL INFORMATION

The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

8 USE OF WORK PRODUCT

Except as specifically set forth in writing and signed by Company and Consultant, Consultant shall have all copyright and patent rights with respect to all materials developed under this contract, and Company is hereby granted a non-exclusive, royalty-free license, with a right to sublicense, to use and employ such materials within the Company's business.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of December 17th, 2010.COMPANY CONSULTANT|s|……………… |s|………………..Authorized Signature Authorized Signature…………………., President and CEO ………………..

Print Name and Title

Print Name and TitleDecember 17, 2010

December 17, 2010

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CA#4CONSULTING AGREEMENT

THIS AGREEMENT is dated and effective as of the 30th day of March, 2010.BETWEEN:

ABC, Inc. of ……………………, Toronto, ON M5X 1A9(the“Company”)

AND:DEF , with an address at ……………….,Toronto, Ontario M4V 1J4

(the“Contractor”)

WHEREAS:A. The Company has retained the Contractor to provide the Company with the services of chief executive officer, (the “Services”) in regards to the Company’s operation as a public company;

B. The Contractor has agreed to provide the Services to the Company on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE IAPPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1 Appointment of Contractor. The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.1.2 Performance of Services. The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:(a) the Services shall include those services customarily provided by chief executive officer of public companies, including such other management advisory services as may be reasonably requested by the Company from time to time.

(b) the Contractor shall report directly to the Board of Directors of the Company;

(c) the Contractor shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder, including the Services, are to the satisfaction of the Company, acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and

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(d) the Company shall report the results of the Contractor's duties hereunder as may be requested by the Company from time to time.

1.4 Independent Contractor. In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents shall not be entitled to the fringe benefits provided by the Company to its employees.

ARTICLE IICONTRACTOR'S AGREEMENTS

2.1 Expense Statements. The Contractor may incur reasonable expenses in the name of the Company provided that such expenses relate solely to the carrying out of the Services. The Contractor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis.

2.2 Regulatory Compliance. The Contractor agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services, including but not limited to United States securitieslaws (in particular, Regulation FD) and the policies of the United States Securities and Exchange Commission.

2.3 Prohibition Against Insider Trading. The Contractor hereby acknowledges that the Contractor is aware, and further agrees that the Contractor will advise those of its directors, officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

ARTICLE IIICOMPANY'S AGREEMENTS

3.1 Compensation Shares. The compensation for agreeing to enter into this Agreement and provide the Services to be rendered by the Contractor pursuant to this Agreement shall be payable in 2,000,000 shares of the Company's common stock, pro-rated over 365 days, and issuable upon completion of the (the “Compensation Shares”) Term. Issuance of the Compensation Shares shall be subject to Consultant executing a subscription agreement in a form approved by the Company.

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3.2 Voting of Compensation Shares. The Contractor covenants and agrees that, with respect to the Compensation Shares that it receives, it shall, at all times that it is the beneficial owner of such shares, vote such shares on all matters coming before it as a stockholder of the Company in the same manner as the majority of the board of directors of the Company shall recommend.

3.3 Information. Subject to the terms of this Agreement, including without limitation Article V hereof, and provided that the Contractor agrees that it will not disclose any material non-public information to any person or entity, the Company shall make available to the Contractor such information and data and shall permit the Contractor to have access to such documents as are reasonably necessary to enable it to perform the Services under this Agreement. The Company also agrees that it will act reasonably and promptly in reviewing materials submitted to it from time to time by the Contractor and inform the Contractor of any material inaccuracies or omissions in such materials.

ARTICLE IVDURATION, TERMINATION AND DEFAULT

4.1 Effective Date. This Agreement shall become effective as of March 30, 2010 (the“Effective Date”), and shall continue for a period of 12 months thereafter(the “Term”) or until earlier terminated pursuant to the terms of this Agreement.

4.2 Termination. Without prejudicing any other rights that the Company may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon delivery of written notice to the Contractor if:

(a) the Contractor breaches section 0 of this Agreement;

(b) the Contractor breaches any other material term of this Agreement and such breach is not cured to the reasonable satisfaction of the Company within thirty (30) days after written notice describing the breach in reasonable detail is delivered to the Contractor;

(c) the Company acting reasonably determines that the Contractor has acted, is acting or is likely to act in a manner detrimental to the Company or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement;

(d) the Contractor is unable or unwilling to perform the Services under this Agreement, or

(e) the Contractor commits fraud, serious neglect or misconduct in the discharge of the Services.

4.3 Duties Upon Termination. Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:

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(a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and

(b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days’ notice to the Company.

4.4 Compensation of Contractor on Termination. Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company.

ARTICLE VCONFIDENTIALITY AND NON-COMPETITION

5.1 Maintenance of Confidential Information. The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the“Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

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5.2 Exceptions. The general prohibition contained in Section 0 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:

(a) is available to the public generally in the form disclosed;

(b) becomes part of the public domain through no fault of the Contractor;

(c) is already in the lawful possession of the Contractor at the time of receipt of the Confidential Information; or

(d) is compelled by applicable law to be disclosed, provided that the Contractor gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance in obtaining an order protecting the Confidential Information from public disclosure.

5.3 Developments. Any information, data, work product or any other thing or documentation whatsoever which the Contractor, either by itself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Contractor’s appointment with the Company or which the Contractor, either by itself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the“Developments”) during the Term or at any time thereafter during which the Contractor is engaged by the Company that is related to the business of mining property acquisition and exploration shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company. Accordingly, the Contractor does hereby irrevocably, exclusively and absolutely assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Contractor during the course of performing this Agreement, including, without limitation, the right to effect any registration in the world to protect the foregoing rights. The Company shall have the sole, absolute and unlimited right throughout the world, therefore, to protect the Developments by patent, copyright, industrial design, trademark or otherwise and to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Developments, in whole or in part, or combine the Developments with any other matter, or not use the Developments at all, as the Company sees fit.

5.4 Protection of Developments. The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 0 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the

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Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor’s agent and attorney to act for and in the Contractor’s behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.

5.5 Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Contractor of any of the provisions contained in this Article V will result in immediate and irreparable damage to the Company and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Contractor agrees that in the event of any such violation or threatened violation, the Company shall, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.

5.6 Reasonable Restrictions. The Contractor agrees that all restrictions in this Article V are reasonable and valid, and all defenses to the strict enforcement thereof by the Company are hereby waived by the Contractor.

ARTICLE VIDEVOTION TO CONTRACT

6.1 Devotion to Contract. During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents assigned to performance of the Services on behalf of the Contractor, to:(a) at all times perform the Services faithfully, diligently, to the best of its abilities and in the best interests of the Company;(b) devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Services hereunder; and(c) refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein.

6.2 Other Activities. The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company.

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ARTICLE VIIPRIVATE PLACEMENT OF COMPENSATION SHARES

7.1 Documents Required from Contractor. The Contractor shall complete, sign and return to the Company as soon as possible, on request by the Company, such additional documents, notices and undertakings as may be required by regulatory authorities and applicable law.7.2 Acknowledgements of Contractor The Contractor acknowledges and agrees that:

(a) the Contractor agrees and acknowledges that none of the Compensation Shares have been registered under the Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state securities laws. However, the parties acknowledge that the Company shall register the Compensation Shares within one year from the date of this Agreement;

(b) the Contractor has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that the Contractor may sell or otherwise dispose of any of the Compensation Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements; (c) the Compensation Shares will be subject in the United States to a hold period from the date of issuance of the Compensation Shares unless such Compensation Shares are registered with the Securities and Exchange Commission (“SEC”);

(d) the decision to execute this Agreement and purchase the Compensation Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company other than those made by the Company in the information the Company has filed with the SEC;

(e) it will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of

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the Contractor contained herein or in any document furnished by the Contractor to the Company in connection herewith being untrue in any material respect or any breach or failure by the Contractor to comply with any covenant or agreement made by the Contractor to the Company in connection therewith;

(f) the issuance and sale of the Compensation Shares to the Contractor will not be completed if it would be unlawful;

(g) the Compensation Shares are not listed on any stock exchange or subject to quotation and no representation has been made to the Contractor that the Compensation Shares will become listed on any other stock exchange or subject to quotation on any other quotation system except that market makers are currently making markets in the Company’s common stock on the OTC Bulletin Board;

(h) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Compensation Shares;

(i) there is no government or other insurance covering the Compensation Shares;

(j) there are risks associated with an investment in the Compensation Shares, including the risk that the Contractor could lose all of its investment;

(k) the Contractor and the Contractor’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Compensation Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company; (l) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Contractor during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Compensation Shares hereunder have been made available for inspection by the Contractor, the Contractor’s lawyer and/or advisor(s);

(m) the Company will refuse to register any transfer of the Compensation Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

(n) the statutory and regulatory basis for the exemption claimed for the offer of the Compensation Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and

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(o) the Contractor has been advised to consult the Contractor’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Compensation Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:

(i) any applicable laws of the jurisdiction in which the Contractor is resident in connection with the distribution of the Compensation Shares hereunder, and(ii) applicable resale restrictions.

7.3 Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that:

(a) The Contractor is a resident of Canada and is not a “U.S. Person” as that term is defined in Regulation S of the Securities Act of 1933.

(b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor;

(d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons;

(e) the Contractor is executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares;

(f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor;

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(g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound; (h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms; (i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company;

(j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares;

(k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and

(l) no person has made to the Contractor any written or oral representations:

(i) that any person will resell or repurchase any of the Compensation Shares;

(ii) that any person will refund the purchase price of any of the Compensation Shares;

(iii) as to the future price or value of any of the Compensation Shares; or

(iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently

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certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

7.4 Legending of Compensation Shares. The Contractor hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Compensation Shares will bear a legend in substantially the following form: NONE OF THE SECURITIES REPRESENTED HEREBY HAVEBEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATESECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" AREAS DEFINED BY REGULATION S UNDER THE 1933 ACT.The Contractor hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

ARTICLE VIIIMISCELLANEOUS

8.1 Notices. All notices required or allowed to be given under this Agreement shall be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:

(a) in the case of the Company, to:

ABC, Inc. …………………….., Toronto, ON M5X 1A9Attention: Board of DirectorsTel: ………….Fax: ………….

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(b) and in the case of the Contractor to:

DEF…………..Toronto, Ontario M4V 1J4 Tel: ..................Fax: __________________

8.2 Independent Legal Advice. The Contractor acknowledges that:(a) this Agreement was prepared by the GHI Law Corporation for the Company; (b) GHI Macdonald Law Corporation received instructions from the Company and does not represent the Contractor;(c) the Contractor has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;(d) the Contractor has been given adequate time to obtain independent legal advice;(e) by signing this Agreement, the Contractor confirms that he fully understands this Agreement; and(f) by signing this Agreement without first obtaining independent legal advice, the Contractor waives his right to obtain independent legal advice.

8.3 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.

8.4 Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the appointment of the Contractor by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.

8.5 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.

8.6 Waiver. No provision hereof shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same provision.

8.7 Amendments in Writing. No amendment, modification or rescission of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.

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8.8 Assignment. Except as herein expressly provided, the respective rights and obligations of the Contractor and the Company under this Agreement shall not be assignable by either party without the written consent of the other party and shall, subject to the foregoing, enure to the benefit of and be binding upon the Contractor and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.9 Severability. In the event that any provision contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which shall continue to have full force and effect. 8.10 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

8.11 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

8.12 Time. Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day. For the purposes of this Agreement, “business day” means a day which is not Saturday or Sunday or a statutory holiday in Reno, Nevada, U.S.A.

8.13 Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Contractor and the personal legal representatives of the Contractor.

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

8.15 Currency. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

8.16 Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the effective date of this Agreement.

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8.17 Proper Law. This Agreement will be governed by and construed in accordance with the law of Nevada. The parties hereby attorn to the jurisdiction of the Courts in the State of Nevada.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

ABC INC.

Per: /s/ …………

………………

Chairman and CEO

Date: March 24, 2011

Per: /s/ ………….

………………..

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CONSULTING AGREEMENTTHIS AGREEMENT is dated and effective as of the 30 day of March, 2010.

BETWEEN:ABC, Inc. of …………………….., Toronto, ON M5X 1A9

(the“Company”)AND:

Mr. X, with an address at ………………., Florida, (the“Contractor”)

WHEREAS:A. The Company has retained the Contractor to provide the Company with the services of management consultant, (the “Services”) in regards to the Company’s operation as a public company;B. The Contractor has agreed to provide the Services to the Company on the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE IAPPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1 Appointment of Contractor. The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.1.2 Performance of Services. The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:(a) the Services shall include those services customarily provided by management consultants, including investor strategy, financial management, and such other management advisory services as may be reasonably requested by the Company from time to time. (b) the Contractor shall report directly to the Chief Executive Officer and/or President of the Company;(c) the Contractor shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder, including the Services, are to the satisfaction of the Company, acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the

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Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and(d) the Company shall report the results of the Contractor's duties hereunder as may be requested by the Company from time to time.

1.3 Authority of Contractor. The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

1.4 Independent Contractor. In performing the Services, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide the Services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents shall not be entitled to the fringe benefits provided by the Company to its employees.

ARTICLE IICONTRACTOR'S AGREEMENTS

2.1 Expense Statements. The Contractor may incur expenses in the name of the Company as agreed in advance in writing by the Company, provided that such expenses relate solely to the carrying out of the Services. The Contractor will immediately forward all invoices for expenses incurred onbehalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis. The Contractor agrees to obtain approval from the Company in writing for any individual expense of $1,000 or greater or any aggregate expense in excess of $1,000 incurred in any given month by the Contractor in connection with the carrying out of the Services.

2.2 Regulatory Compliance. The Contractor agrees to comply with all applicable securities legislation and regulatory policies in relation to providing the Services, including but not limited to United States securities laws (in particular, Regulation FD) and the policies of the United States Securities and Exchange Commission.

2.3 Prohibition Against Insider Trading. The Contractor hereby acknowledges that the Contractor is aware, and further agrees that the Contractor will advise those of its directors, officers, employees and agents who may have access to Confidential Information, that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

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ARTICLE IIICOMPANY'S AGREEMENTS

3.1 Compensation Shares. The compensation for agreeing to enter into this Agreement and provide the Services to be rendered by the Contractor pursuant to this Agreement shall be payable in 2,000,000 shares of the Company's common stock, pro-rated over 365 days, and issuable upon completion of the (the “Compensation Shares”) Term. Issuance of the Compensation Shares shall be subject to Consultant executing a subscription agreement in a form approved by the Company.

3.2 Voting of Compensation Shares. The Contractor covenants and agrees that, with respect to the Compensation Shares that it receives, it shall, at all times that it is the beneficial owner of such shares, vote such shares on all matters coming before it as a stockholder of the Company in the same manner as the majority of the board of directors of the Company shall recommend.

3.3 Information. Subject to the terms of this Agreement, including without limitation Article V hereof, and provided that the Contractor agrees that it will not disclose any material non-public information to any person or entity, the Company shall make available to the Contractor such information and data and shall permit the Contractor to have access to such documents as are reasonably necessary to enable it to perform the Services under this Agreement. The Company also agrees that it will act reasonably and promptly in reviewing materials submitted to it from time to time by the Contractor and inform the Contractor of any material inaccuracies or omissions in such materials.

ARTICLE IVDURATION, TERMINATION AND DEFAULT

4.1 Effective Date. This Agreement shall become effective as of March 30, 2010 (the“Effective Date”), and shall continue for a period of 12 months thereafter (the “Term”) or until earlier terminated pursuant to the terms of this Agreement.

4.2 Termination. Without prejudicing any other rights that the Company may have hereunder or at law or in equity, the Company may terminate this Agreement immediately upon delivery of written notice to the Contractor if:(a) the Contractor breaches section 0 of this Agreement;(b) the Contractor breaches any other material term of this Agreement and such breach is not cured to the reasonable satisfaction of the Company within thirty (30) days after written notice describing the breach in reasonable detail is delivered to the Contractor;(c) the Company acting reasonably determines that the Contractor has acted, is acting or is likely to act in a manner detrimental to the Company or has violated or is likely to violate the confidentiality of any information as provided for in this Agreement; (d) the Contractor is unable or unwilling to perform the Services under this Agreement, or(e) the Contractor commits fraud, serious neglect or misconduct in the discharge of the Services.

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4.3 Duties Upon Termination. Upon termination of this Agreement for any reason, the Contractor shall upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:(a) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and(b) all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days’ notice to the Company.

4.4 Compensation of Contractor on Termination. Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company.

ARTICLE VCONFIDENTIALITY AND NON-COMPETITION

5.1 Maintenance of Confidential Information. The Contractor acknowledges that in the course of its appointment hereunder the Contractor will, either directly or indirectly, have access to and be entrusted with information (whether oral, written or by inspection) relating to the Company or its respective affiliates, associates or customers (the“Confidential Information”). For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Developments (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable. The Contractor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly the Contractor covenants and agrees that during the Term and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Contractor, the Contractor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

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5.2 Exceptions. The general prohibition contained in Section 0 against the unauthorized disclosure, use or dissemination of the Confidential Information shall not apply in respect of any Confidential Information that:(a) is available to the public generally in the form disclosed;(b) becomes part of the public domain through no fault of the Contractor;(c) is already in the lawful possession of the Contractor at the time of receipt of the Confidential Information; or (d) is compelled by applicable law to be disclosed, provided that the Contractor gives the Company prompt written notice of such requirement prior to such disclosure and provides assistance in obtaining an order protecting the Confidential Information from public disclosure.

5.3 Developments. Any information, data, work product or any other thing or documentation whatsoever which the Contractor, either by itself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Contractor’s appointment with the Company or which the Contractor, either by itself or in conjunction with any third party, shall conceive, make, develop, acquire or acquire knowledge of (collectively the“Developments”) during the Term or at any time thereafter during which the Contractor is engaged by the Company that is related to the business of mining property acquisition and exploration shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of the Company. Accordingly, the Contractor does hereby irrevocably, exclusively and absolutely assign, transfer and convey to the Company in perpetuity all worldwide right, title and interest in and to any and all Developments and other rights of whatsoever nature and kind in or arising from or pertaining to all such Developments created or produced by the Contractor during the course of performing this Agreement, including, without limitation, the right to effect any registration in the world to protect the foregoing rights. The Company shall have the sole, absolute and unlimited right throughout the world, therefore, to protect the Developments by patent, copyright, industrial design, trademark or otherwise and to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell the Developments, in whole or in part, or combine the Developments with any other matter, or not use the Developments at all, as the Company sees fit.

5.4 Protection of Developments. The Contractor does hereby agree that, both before and after the termination of this Agreement, the Contractor shall perform such further acts and execute and deliver such further instruments, writings, documents and assurances (including, without limitation, specific assignments and other documentation which may be required anywhere in the world to register evidence of ownership of the rights assigned pursuant hereto) as the Company shall reasonably require in order to give full effect to the true intent and purpose of the assignment made under Section 0 hereof. If the Company is for any reason unable, after reasonable effort, to secure execution by the Contractor on documents needed to effect any registration or to apply for or prosecute any right or protection relating to the Developments, the Contractor hereby designates and appoints the Company and its duly authorized officers and agents as the Contractor’s agent and attorney to act for and in the Contractor’s behalf and stead to execute and file any such document and do all other lawfully permitted acts necessary or advisable in the

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opinion of the Company to effect such registration or to apply for or prosecute such right or protection, with the same legal force and effect as if executed by the Contractor.

5.5 Remedies. The parties to this Agreement recognize that any violation or threatened violation by the Contractor of any of the provisions contained in this Article V will result in immediate and irreparable damage to theCompany and that the Company could not adequately be compensated for such damage by monetary award alone. Accordingly, the Contractor agrees that in the event of any such violation or threatened violation, the Company shall, in addition to any other remedies available to the Company at law or in equity, be entitled as a matter of right to apply to such relief by way of restraining order, temporary or permanent injunction and to such other relief as any court of competent jurisdiction may deem just and proper.

5.6 Reasonable Restrictions. The Contractor agrees that all restrictions in this Article V are reasonable and valid, and all defenses to the strict enforcement thereof by the Company are hereby waived by the Contractor.

ARTICLE VIDEVOTION TO CONTRACT

6.1 Devotion to Contract. During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents assigned to performance of the Services on behalf of the Contractor, to:(a) at all times perform the Services faithfully, diligently, to the best of its abilities and in the best interests of the Company;(b) devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Services hereunder; and(c) refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein.

6.2 Other Activities. The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement for any other person, firm or company.

ARTICLE VIIPRIVATE PLACEMENT OF COMPENSATION SHARES

7.1 Documents Required from Contractor. The Contractor shall complete, sign and return to the Company as soon as possible, on request by the Company, such additional documents, notices and undertakings as may be required by regulatory authorities and applicable law.

7.2 Acknowledgements of Contractor The Contractor acknowledges and agrees that:(a) the Contractor agrees and acknowledges that none of the Compensation Shares have been registered under the Securities Act of 1933 or under any state securities or "blue

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sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state securities laws. However, the parties acknowledge that the Company shall register the Compensation Shares within one year from the date of this Agreement;

(b) the Contractor has not acquired the Compensation Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Compensation Shares; provided, however, that the Contractor may sell or otherwise dispose of any of the Compensation Shares pursuant to registration thereof under the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements;

(c) the Compensation Shares will be subject in the United States to a hold period from the date of issuance of the Compensation Shares unless such Compensation Shares are registered with the Securities and Exchange Commission (“SEC”);

(d) the decision to execute this Agreement and purchase the Compensation Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company other than those made by the Company in the information the Company has filed with the SEC;

(e) it will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Contractor contained herein or in any document furnished by the Contractor to the Company in connection herewith being untrue in any material respect or any breach or failure by the Contractor to comply with any covenant or agreement made by the Contractor to the Company in connection therewith;

(f) the issuance and sale of the Compensation Shares to the Contractor will not be completed if it would be unlawful;

(g) the Compensation Shares are not listed on any stock exchange or subject to quotation and no representation has been made to the Contractor that the Compensation Shares will become listed on any other stock exchange or subject to quotation on any other quotation

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system except that market makers are currently making markets in the Company’s common stock on the OTC Bulletin Board;

(h) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Compensation Shares;

(i) there is no government or other insurance covering the Compensation Shares;

(j) there are risks associated with an investment in the Compensation Shares, including the risk that the Contractor could lose all of its investment;

(k) the Contractor and the Contractor’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Compensation Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(l) the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Contractor during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Compensation Shares hereunder have been made available for inspection by the Contractor, the Contractor’s lawyer and/or advisor(s);

(m) the Company will refuse to register any transfer of the Compensation Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

(n) the statutory and regulatory basis for the exemption claimed for the offer of the Compensation Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act; and

(o) the Contractor has been advised to consult the Contractor’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Compensation Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:

(i) any applicable laws of the jurisdiction in which the Contractor is resident in connection with the distribution of the Compensation Shares hereunder, and(ii) applicable resale restrictions.

7.3 Representations, Warranties and Covenants of the Contractor. The Contractor hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the end of the expiry of the Term or early termination of this Agreement) that:

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(a) The Contractor is a U.S. Person and is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; (b) the Contractor is not acquiring the Compensation Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(c) the sale of the Compensation Shares to the Contractor as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Contractor;

(d) the Contractor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Compensation Shares in the United States or to U.S. Persons;

(e) the Contractor is executing this Agreement and is acquiring the Compensation Shares as principal for the Contractor’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Compensation Shares;

(f) the entering into of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Contractor;

(g) the entering into of this Agreement and the transactions contemplated thereby will not result in the violation of any of the terms and provisions of any law applicable to the Contractor, or of any agreement, written or oral, to which the Contractor may be a party or by which the Contractor is or may be bound;

(h) the Contractor has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Contractor enforceable against the Contractor in accordance with its terms;

(i) the Contractor has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Compensation Shares and the Company;

(j) the Contractor is not an underwriter of, or dealer in, the common shares of the Company, nor is the Contractor participating, pursuant to a contractual agreement or otherwise, in the distribution of the Compensation Shares;

(k) the Contractor is not aware of any advertisement of pertaining to the Company or any of the Compensation Shares; and

(l) no person has made to the Contractor any written or oral representations:(i) that any person will resell or repurchase any of the Compensation Shares;

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(ii) that any person will refund the purchase price of any of the Compensation Shares;(iii) as to the future price or value of any of the Compensation Shares; or

(iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

7.4 Legending of Compensation Shares. The Contractor hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Compensation Shares will bear a legend in substantially the following form:

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.The Contractor hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

ARTICLE VIIIMISCELLANEOUS

8.1 Notices. All notices required or allowed to be given under this Agreement shall be made either personally by delivery to or by facsimile transmission to the address as hereinafter set forth or to such other address as may be designated from time to time by such party in writing:(a) in the case of the Company, to:ABC, Inc. ……………., Toronto, ON M5X 1A9Attention: …………..Tel: …………… Fax: …………………

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(b) and in the case of the Contractor to:…………………..……………………….……………, FL 33431-5745Tel: ___________________Fax: ___________________

8.2 Independent Legal Advice. The Contractor acknowledges that:

(a) this Agreement was prepared by the GHI. Macdonald Law Corporation for the Company;

(b) GHI. Macdonald Law Corporation received instructions from the Company and does not represent the Contractor;

(c) the Contractor has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

(d) the Contractor has been given adequate time to obtain independent legal advice;

(e) by signing this Agreement, the Contractor confirms that he fully understands this Agreement; and

(f) by signing this Agreement without first obtaining independent legal advice, the Contractor waives his right to obtain independent legal advice.

8.3 Change of Address. Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.

8.4 Entire Agreement. As of from the date hereof, any and all previous agreements, written or oral between the parties hereto or on their behalf relating to the appointment of the Contractor by the Company are null and void. The parties hereto agree that they have expressed herein their entire understanding and agreement concerning the subject matter of this Agreement and it is expressly agreed that no implied covenant, condition, term or reservation or prior representation or warranty shall be read into this Agreement relating to or concerning the subject matter hereof or any matter or operation provided for herein.

8.5 Further Assurances. Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.

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8.6 Waiver. No provision hereof shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach is made in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same provision.

8.7 Amendments in Writing. No amendment, modification or rescission of this Agreement shall be effective unless set forth in writing and signed by the parties hereto.

8.8 Assignment. Except as herein expressly provided, the respective rights and obligations of the Contractor and the Company under this Agreement shall not be assignable by either party without the written consent of the other party and shall, subject to the foregoing, enure to the benefit of and be binding upon the Contractor and the Company and their permitted successors or assigns. Nothing herein expressed or implied is intended to confer on any person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement.

8.9 Severability. In the event that any provision contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, such provision shall be deemed not to affect or impair the validity or enforceability of any other provision of this Agreement, which shall continue to have full force and effect.

8.10 Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

8.11 Number and Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires.

8.12 Time. Time shall be of the essence of this Agreement. In the event that any day on or before which any action is required to be taken hereunder is not a business day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a business day. For the purposes of this Agreement, “business day” means a day which is not Saturday or Sunday or a statutory holiday in Reno, Nevada, U.S.A.

8.13 Enurement. This Agreement is intended to bind and enure to the benefit of the Company, its successors and assigns, and the Contractor and the personal legal representatives of the Contractor.

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

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8.15 Currency. Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

8.16 Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the effective date of this Agreement.

8.17 Proper Law. This Agreement will be governed by and construed in accordance with the law of Nevada. The parties hereby attorn to the jurisdiction of the Courts in the State of Nevada.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

Per: /s/ …………….

……………….

Chairman and CEO


Per: /s/ …………………………………


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CONSULTANT AGREEMENT

This Consultant Agreementis effective as of August 3, 2001,

by andbetween

ABC, INC., ("ABC"),and

DEF, ("Consultant"). Recitals WHEREAS, Consultant has been working with ABC in reference to counseling ABC on methods by which ABC’S position as a public company will assist ABC in its relationship with sponsors and for other product support. Consultant and ABC have agreed to finalize the terms of Consultant's employment with ABC and reduce those terms to writing in this Agreement. WHEREAS, ABC desires assurance of the continued association and services of Consultant in order to retain his experience, skills, abilities, background, and knowledge, and is therefore willing to engage his services on the terms and conditions set forth below. WHEREAS, Consultant desires to continue consulting for ABC and is willing to do so on those terms and conditions set forth herein. NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this Agreement, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. CONSULTANT. ABC shall contract with Consultant in such capacity or capacities ABC 's Board of Directors may from time to time prescribe. 2. CONSULTANT'S DUTIES. 2.1. Duties at ABC : Consultant shall assist ABC in the following: a. CONSULTANT shall act, generally, as public company product support consultant, essentially acting as (1) liaison between COMPANY and its sponsors relative to the Company's position as a public company, (2) advisor

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to COMPANY with respect to marketing programs which provide name recognition as well as being the liaison between COMPANY and such persons, and (3) advisor to COMPANY with respect to communications and information, which may include, but is not necessarily limited to, preparation of a research report, planning, developing, designing, organizing, writing and distributing such communications and information. b. CONSULTANT shall seek to make COMPANY, its management, products, financial situation and prospects known to the financial media, financial publications, product community dealing with the communication products of the company, as well as the public generally. d. CONSULTANT, in providing the foregoing services, shall be responsible for tracking and paying all costs of providing the services, including, but not limited to, out-of-pocket expenses for postage, delivery service (e.g., Federal Express), telephone charges, third party vendors, copywriters, staff writers, art and graphic personnel, subcontractors, printing, etc. e. CONSULTANT's compensation under this Consulting Agreement, shall be deemed to include the above mentioned costs and expenses, unless otherwise expressly provided herein. 3. DEVOTION OF TIME. During the period of his agreement hereunder, and except for illness, reasonable vacation periods and reasonable leaves of absence. Consultant shall devote such of his business time, interest attention, and effort to the faithful performance of his duties hereunder, as may be reasonably necessary to the accomplishment and fulfillment of those duties. 4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement term, Consultant shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business directly competitive with ABC 's business. 5. TERM OF AGREEMENT. Subject to earlier termination as provided in this Agreement, Consultant shall be employed for a term beginning August 1, 2001, and ending August 1, 2002. 6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in writing, during the agreement term Consultant shall perform the services he

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is required to perform under this Agreement at Consultant's offices, located in Las Vegas, Nevada; provided, however, that ABC may from time to time require Consultant to travel temporarily to other locations on ABC 's business. 7. COMPENSATION. ABC shall pay compensation to Consultant in the following amounts and on the following terms: As consideration and inducement for Consultant to become employed by ABC , ABC shall pay Consultant a one time payment of 400,000 shares of ABC, S-8 stock valued at the bid price per share of the stock ($0.25) as of this date, which sum shall be payable upon execution of this Agreement by both parties. 8. TERMINATION BY ABC. ABC may terminate this Agreement at any time, if termination is "For Cause", as hereinafter defined. "For Cause" shall mean ABC 's termination of Consultant due to an adjudication of Consultant's fraud, theft, dishonesty to ABC regarding Consultant's duties or material breach of this Agreement, if Consultant fails to cure such breach within ninety (90) days after written notice is given by the Board of Directors to Consultant and Consultant fails with ninety (90) days of such notification to commence such cure and thereafter diligently prosecute such cure to completion. 9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by giving ABC thirty (30) days prior written notice of resignation. 10. TRADE SECRETS AND CONFIDENTIAL INFORMATION: 10.1 Nondisclosure. Without the prior written consent of ABC , Consultant shall not, at any time, either during or after the term of this Agreement, directly or indirectly, divulge or disclose to any person, firm, association, or corporation, or use for Consultant's own benefit, gain, or otherwise, any customer lists, plans, products, data, results of tests and data, or any other trade secrets or confidential materials or like information (collectively referred to as the "Confidential Information") of ABC and/or its Affiliates, as hereinafter defined, it being the intent of ABC , with which intent Consultant hereby agrees, to restrict Consultant from disseminating or using any like information that is unpublished or not readily available to the general public. 10.1.1 Definition of Affiliate. For purposes of this Agreement, the term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling,

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controlled by, or under common control with ABC . 10.1.2 Consultant's Work Product. Consultant's work product during the course of his employ by ABC shall remain the property of ABC 10.2 Return of Property. Upon the termination of this Agreement, Consultant shall deliver to ABC all lists, books, records, data, and other information (including all copies thereof in whatever form or media) of every kind relating to or connected with ABC or its Affiliates and their activities, business and customers, which information or material was initially acquired by ABC . Consultant shall be allowed to retain any and all information on products, lists, books, records, data, or other information initially produced by Consultant and provided to ABC . 10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process or otherwise) to disclose any of the Confidential Information, Consultant shall provide ABC with prompt, prior written notice of such requirement so that ABC may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, that ABC waives compliance with the provisions hereof, Consultant agrees to furnish only that portion of the Confidential Information which Consultant is advised by written opinion of counsel is legally required and exercise Consultant's best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In any event, Consultant shall not oppose action by ABC to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. 10.4 Assurance of Compliance. Consultant agrees to represent to ABC, in writing, at any time that ABC so request, that Consultant has complied with the provisions of this section, or any other section of this Agreement. 11. MISCELLANEOUS: 11.1 Authority to Execute. The parties herein represent that they have the authority to execute this Agreement. 11.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of this Agreement shall remain in full force and effect.

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11.3 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement. 11.4 Assignment. This Agreement may not be assigned by either party without the written consent of the other party. 11.5 Singular, Plural and Gender Interpretation. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Also, as used herein, the masculine, feminine or neuter gender shall each include the others whenever the context so indicates. 11.6 Captions. The subject headings of the paragraphs of this Agreement are included for purposes of convenience only, and shall not effect the construction or interpretation of any of its provisions. 11.7 Entire Agreement. This Agreement contains the entire agreement of the parties relating to the rights granted and the obligations assumed in this instrument and supersedes any oral or prior written agreements between the parties. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. 11.8 Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be submitted to a panel of three (3) arbitrators. The arbitration shall comply with and be governed by the provisions of the American Arbitration Association. The panel of arbitrators shall be composed of two (2) members chosen by Consultant and ABC respectively and one (1) member chosen by the arbitrators previously selected. The findings of such arbitrators shall be conclusive and binding on the parties hereto. The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrator shall conclusively decide. 11.9 No Waiver. No failure by either Consultant or ABC to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Agreement or to exercise the right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. 11.10 Time of the Essence. Time is of the essence of this Agreement, and each provision hereof.

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11.11 Counterparts. The parties may execute this Agreement in two (2) or more counterparts, which shall, in the aggregate, be signed by both parties, and each counterpart shall be deemed an original instrument as to each party who has signed by it. 11.12 Attorney's Fees and Costs. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel performance the parties agree that the prevailing party therein be entitled to reasonable attorney's fees. 11.13 Governing Law. The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of Nevada. 11.14 Notice. Any notice, request, demand or other communication required or permitted hereunder or required by law shall be in writing and shall be effective upon delivery of the same in person to the intended addressee, or upon deposit of the same with an overnight courier service (such as Federal Express) for delivery to the intended addressee at its address shown herein, or upon deposit of the same in the United States mail, postage prepaid, certified or registered mail, return receipt requested, sent to the intended addressee at its address shown herein. The address of any party to this Agreement may be changed by written notice of such other address given in accordance herewith and actually received by the other parties at least ten (10) days in advance of the date upon which such change of address shall be effective. IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. Consultant: /s/ ……………DATE:August 3, 2001 __________________________ ……………. ABC, Inc. /s/ …………… DATE:August 3, 2001 By:___________________________ …………………, PRES.

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CA#7CONSULTANT AGREEMENT

This Consultant Agreement (Agreement)is made and entered into

on this 27th day of July, 2009effective as of July 1, 2009

by and betweenABC Inc., a Nevada based corporation (the Company),

andDEF (hereinafter, the Consultant).

W I T N E S S E T H:

WHEREAS, the Consultant has been appointed as an Officer and Director of the Company.

WHEREAS, the Consultant possesses intimate knowledge of the business and affairs of the Company, its policies, methods and personnel;

WHEREAS, the Board of Directors of the Company recognizes that the Consultant will contributed to the growth and success of the Company, and desires to assure the Company of the Consultant's continued expertise and to compensate him therefore;

WHEREAS, the Board has determined that this Agreement will reinforce and encourage the Consultant's continued attention and dedication to the Company; and

WHEREAS, the Consultant is willing to make his services available to the Company and on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and the Consultant hereby agree as follows:

1. Definitions

When used in this Agreement, the following terms shall have the following meanings:

(a) Accrued Obligations means : (i)all accrued but unpaid Base Fees through the end of the Term of Agreement;

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(ii)any unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Article 5(a) hereof, to the extent incurred during the Term of Agreement;

(iii)any benefits provided under the Companys benefit plans, programs or arrangements in which the Consultant participates, in accordance with the terms thereof, including rights to equity in the Company pursuant to any plan or grant;

(iv)any unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the end of the Term of Agreement; and (v)rights to indemnification by virtue of the Consultants position as an officer or director of the Company or its subsidiaries and the benefits under any directors and officers liability insurance policy maintained by the Company, in accordance with its terms thereof.

(b)Affiliate means any entity that controls, is controlled by, or is under common control with, the Company. (c)Base Fees means the fees provided for in Article 4(a) hereof or any increased salary granted to Consultant pursuant to Article 4(a) hereof.

(d)Beneficial Ownership shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

(e)Board means the Board of Directors of the Company.

(f)Bonus means any bonus payable to the Consultant pursuant to Article 4(b) hereof. (g)Bonus Period means the period for which a Bonus is payable . Unless otherwise specified by the Board, the Bonus Period shall be the fiscal year of the Company.

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(h)Cause means :

(i)a conviction of the Consultant, or a plea of nolo contendere, to a felony involving moral turpitude; or(ii)willful misconduct or gross negligence by the Consultant resulting, in either case, in material economic harm to the Company or any Related Entities; or(iii)a willful continued failure by the Consultant to carry out the reasonable and lawful directions of the Board; or(iv)fraud, embezzlement, theft or dishonesty of a material nature by the Consultant against the Company or any Affiliate or Related Entity, or a willful material violation by the Consultant of a policy or procedure of the Company or any Affiliate or Related Entity, resulting, in any case, in material economic harm to the Company or any Affiliate or Related Entity; or(v)a willful material breach by the Consultant of this Agreement.An act or failure to act shall not be willful if (i) done by the Consultant in good faith or (ii) the Consultant reasonably believed that such action or inaction was in the best interests of the Company and the Related Entities.

[Remainder of Page Left Intentionally Blank]

(i) Change in Control means: (i)The acquisition by any Person of Beneficial Ownership of more than fifty percent (50%) of the then outstanding shares of common stock of the Company (the Outstanding Company Common Stock) (the foregoing Beneficial Ownership hereinafter being referred to as a Controlling Interest); provided, however, that for purposes of this definition, the following acquisitions shall not constitute or result in a Change of Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any person that as of the Commencement Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company; or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or

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(ii)During any period of two (2) consecutive years (not including any period prior to the Commencement Date) individuals who constitute the Board on the Commencement Date (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Commencement Date whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or(iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each a Business Combination), in each case, unless, following such Business Combination:

(A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

(B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or any Person that as of the Commencement Date owns Beneficial Ownership of a Controlling Interest beneficially owns, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and

(C) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the

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time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv)approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(j)COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time. (k)Code means the Internal Revenue Code of 1986, as amended. (l)Commencement Date means July 1, 2009. (m)Common Stock means the common stock of the Company, par value $0.0001 per share.

(n)Competitive Activity means an activity that is in material or direct competition with the Company in any of the States within the United States, or countries within the world, in which the Company conducts business with respect to a business in which the Company engaged while the Consultant was employed by the Company.

(o)Confidential Information means all trade secrets and information disclosed to the Consultant or known by the Consultant as a consequence of or through the unique position of his employment with the Company or any Related Entity (including information conceived, originated, discovered or developed by the Consultant and information acquired by the Company or any Related Entity from others) prior to or after the date hereof, and not generally or publicly known (other than as a result of unauthorized disclosure by the Consultant), about the Company or any Related Entity or its business. (p)Disability means the Consultants inability, or failure, to perform the essential functions of his position, with or without reasonable accommodation, for any period of three months or more in any 12 month period, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (q)

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Equity Awards means any stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock or other equity based awards granted by the Company or any of its Affiliates to the Consultant.

(r)Excise Tax means any excise tax imposed by Section 4999 of the Code, together with any interest and penalties imposed with respect thereto, or any interest or penalties are incurred by the Consultant with respect to any such excise tax. (s)Expiration Date means the date on which the Term of Employment, including any renewals thereof under Article 3(b), shall expire.

(t) Good Reason means (i)the assignment to the Consultant of any duties inconsistent in any material respect with the Consultant's position (including status, titles and reporting requirements), authority, duties or responsibilities as contemplated by Article 2(b) of this Agreement, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Consultant;

(ii)any material failure by the Company to comply with any of the provisions of Article 6 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Consultant;

(iii)any purported termination by the Company of the Consultant's employment other than for Cause pursuant to Article 6(b), or by reason of the Consultants Disability pursuant to Article 6(c) of this Agreement, prior to the Expiration Date.

(u)Group shall have the meaning ascribed to such term in Section 13(d) of the Securities Exchange Act of 1934.

(v)Initial Term means July1st 2009 to June 30 th 2010.

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(w)Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof.

(x)Related Entity means any subsidiary, and any business, corporation, partnership, limited liability Company or other entity designated by Board in which the Company or a subsidiary holds a substantial ownership interest.

(y)Restricted Period shall be the Term of Agreement and if the Term of Agreement is terminated for any reason other than by the Company for Cause or by the Consultant for Good Reason, the two (2) year period immediately following termination of the Term of Agreement. Notwithstanding the foregoing, the Restricted Period shall end in the event that (i) the Company fails to make any payments or provide any Benefits required by Article 6 hereof with 15 days of written notice from the Consultant of such failure or (ii) the Company no longer has the rights to the confidential information.

(z) Severance Amount shall mean (i)in the event of the termination of Consultants agreement with the Company by reason of the Consultants death or Disability, the amount of the Consultants annual Base Fee as in effect at the time of such termination payable in either cash or Common Stock at the discretion of the Company, based on the five day weighted trading average ending on the Termination Date, and

(ii)in the event of termination of the Consultants agreement by the Company without Cause or by the Consultant with Good Reason, or upon the Expiration Date, an amount equal to one (1) times the Consultants annual Base Salary as in effect immediately prior to the Termination Date payable in either cash or Common Stock at the discretion of the Company, based on the five day weighted trading average ending on the Termination Date.

(aa)Severance Term means the one (1) year period following the date on which the Term of Agreement ends.

(bb)Stock Option means a right granted to the Consultant under Article 5(e) hereof to purchase Common Stock under the Companys Stock Option Plan.

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(cc)Stock Option Plan means the Companys Directors and Employees Incentive Stock Option Plan, as amended from time to time, and any successor plan thereto.

(i)Term of Agreement means the period during which the Consultant shall provide to the Company pursuant to the terms of this Agreement

(ii)Termination Date means the date on which the Term of Agreement ends.

2. Services

(a) Services and Term

The Company hereby agrees to retain the services of the Consultant and the Consultant hereby agrees to serve the Company during the Term of Agreement on the terms and conditions set forth herein.

(b) Duties of Consultant

During the Term of Agreement, the Consultant shall be retained and serve as an Officer and Director of the Company, and shall have such duties typically associated with such title, including, without limitation supervising operations and management of the Company and its subsidiaries. The Consultant shall faithfully and diligently perform all services as may be assigned to him by the Chief Consultant Officer (the CEO) of the Company (if someone other than the Consultant) or the Board (provided that, such services shall not materially differ from the services currently provided by the Consultant), and shall exercise such power and authority as may from time to time be delegated to him by the CEO or the Board. The Consultant shall devote his full business time, attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. The Consultant shall not engage in any other business or occupation, other than that declared and existing at the commencement date, during the Term of Agreement, including, without limitation, any activity that (i) conflicts with the interests of the Company or its subsidiaries,

(ii) interferes with the proper and efficient performance of his duties for the Company, or

(iii) interferes with the exercise of his judgment in the Companys best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Consultant to (x) serve on corporate, civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such

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activities do not significantly interfere with or significantly detract from the performance of the Consultants responsibilities to the Company in accordance with this Agreement.

3. Term

(a) Initial Term

The initial Term of Agreement for the services of the Consultant hereunder, shall commence on the Commencement Date and shall expire on June 30 th 2010, unless sooner terminated in accordance with Article 6 hereof. (b)Renewal Terms

At the end of the Initial Term, the Term of Agreement shall automatically renew for successive one (1) year terms (subject to earlier termination as provided in Section 6 hereof), unless the Company or the Consultant delivers written notice to the other at least three (3) months prior to the Expiration Date of its or his election not to renew the Term of Agreement.

4. Compensation

(a) Base Fee

The Consultant shall receive a Base Fee at the annual rate of $96,000 during the Term of Agreement, with such Base Fee payable in installments consistent with the Company's normal schedule, subject to applicable withholding and other taxes (if applicable). The Base Fee shall be increased upon completion of certain milestones:

(i) to $10,000 per month upon the Company raising a cumulative $1,000,000

(ii) to $12,000 per month upon the Company raising a cumulative total of $2,500,000 for the development of the Technology;

(iii) to $15,000 per month upon completion of (ii) above and having developed a business plan, approved by the Board of Directors of the Company, for the use of the technology in an application other than for the use of the Technology in fuel cells;

(iv) to $20,000 per month upon completion of (iii) above and the Company raising a cumulative total of $10,000,000 for the development of the Technology;

(v) The Base Salary shall be reviewed, at least annually, for merit increases and may, by action and in the discretion of the Compensation Committee of the Board, be increased at any time or from time to time, but may not be decreased from the then current Base Salary.

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(b) Bonuses (i)The Consultant shall receive such additional bonuses, if any, as the Board may in its sole and absolute discretion determine.

(ii)Any Bonus payable pursuant to this Article 4(b) shall be paid by the Company to the Consultant within 2 Â½ months after the end of the Bonus Period for which it is payable.

Exhibit 10(i i )

5. Expense Reimbursement and Other Benefits.

(a) Reimbursement of Expenses

Upon the submission of proper substantiation by the Consultant, and subject to such rules and guidelines as the Company may from time to time adopt with respect to the reimbursement of expenses of Consultant personnel, the Company shall reimburse the Consultant for all reasonable expenses actually paid or incurred by the Consultant during the Term of Agreement in the course of and pursuant to the business of the Company. The Consultant shall account to the Company in writing for all expenses for which reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably requested by the Company. (b)Compensation/Benefit Programs

During the Term of Agreement, the Consultant shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company to its Consultant personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans. During the term of agreement the Company shall provide health insurance which shall include medical, dental and prescription coverage with a co-pay to be determined. (c)Working Facilities

During the Term of Agreement, the Company shall furnish the Consultant with an office and such other facilities and services suitable to his position and adequate for the performance of his duties hereunder.

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(d)Automobile

During the term of agreement, the Company shall provide the Consultant with an automobile. (e)Stock Options

The Company shall grant to the Consultant options to purchase up to 500,000 shares of the Companys Common Stock, at an exercise price of $1.00 per shares, subject to the terms and conditions set forth in the Stock Option Agreement, and the provisions of the Stock Option Plan, such options to be set by July 31, 2009. During the Term of Agreement, the Consultant shall be eligible to be granted additional Stock Options under (and therefore subject to all terms and conditions of) the Stock Option Plan or such other plans or programs as the Company may from time to time adopt, and subject to all rules of regulation of the Securities and Exchange Commission applicable thereto. The number and type of additional Stock Options, and the terms and conditions thereof, shall be determined by the Compensation Committee of the Board, or by the Board in its discretion and pursuant to the Stock Option Plan or the plan or arrangement pursuant to which they are granted. (f)Other Benefits

The Consultant shall be entitled to four (4) weeks of paid vacation each calendar year during the Term of Agreement, to be taken at such times as the Consultant and the Company shall mutually determine and provided that no vacation time shall significantly interfere with the duties required to be rendered by the Consultant hereunder. Any vacation time not taken by Consultant during any calendar year may be carried forward into any succeeding calendar year or paid in lieu at the discretion of the CEO or the Board. The Consultant shall receive such additional benefits, if any, as the Board of the Company shall from time to time determine.

6. Termination (a)General

The Term of Agreement shall terminate upon the earliest to occur of (i) the Consultants death, (ii) a termination by the Company by reason of the Consultants Disability, (iii) a termination by the Company with or without Cause, or (iv) a termination by Consultant

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with or without Good Reason. Upon any termination of Consultants services for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Consultant, the Consultant shall resign from any and all directorships, committee memberships or any other positions Consultant holds with the Company or any of its subsidiaries. (b)Termination By Company for Cause

The Company shall at all times have the right, upon written notice to the Consultant, to terminate the Term of Agreement, for Cause. In no event shall a termination of the Consultants services for Cause occur unless the Company gives written notice to the Consultant in accordance with this Agreement stating with reasonable specificity the events or actions that constitute Cause and providing the Consultant with an opportunity to cure (if curable) within a reasonable period of time. No termination of the Consultants services for Cause shall be permitted unless the Termination Date occurs during the 120-day period immediately following the date that the events or actions constituting Cause first become known to the Board. Cause shall in no event be deemed to exist except upon a decision made by the Board, at a meeting, duly called and noticed, to which the Consultant (and the Consultants counsel) shall be invited upon proper notice. If the Consultants services are terminated by the Company for Cause by reason of Article 6(b) hereof, and the Consultants conviction is overturned on appeal, then the Consultants employment shall be deemed to have been terminated by the Company without Cause in accordance with Article 6(e) below. For purposes of this Article 6(b), any good faith determination by the Board of Cause shall be binding and conclusive on all interested parties. In the event that the Term of Agreement is terminated by the Company for Cause, Consultant shall be entitled only to the Accrued Obligations. (c)Disability

The Company shall have the option, in accordance with applicable law, to terminate the Term of Agreement upon written notice to the Consultant, at any time during which the Consultant is suffering from a Disability. In the event that the Term of Agreement is terminated due to the Consultants Disability, the Consultant shall be entitled to: (i)the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Agreement not ended;

(ii)the Severance Amount, payable for the Severance Term; and

(iii)Continuation of the health benefits provided to the Consultants covered dependents under the Company health plans as in effect from time to time after the Consultants death at the

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same cost applicable to dependents of active employees until the expiration of the Severance Term on the first anniversary of the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the covered dependents to elect to continue such health insurance pursuant to COBRA.

(d) Death

In the event that the Term of Agreement is terminated due to the Consultants death, the Consultant shall be entitled to: (i)the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Agreement not ended;

(ii)the Severance Amount, payable for the Severance Term; and

(iii)Continuation of the health benefits provided to the Consultants covered dependents under the Company health plans as in effect from time to time after the Consultants death at the same cost applicable to dependents of active employees until the expiration of the Severance Term on the first anniversary of the Termination Date; provided, however, that as a condition of continuation of such benefits, the Company may require the covered dependents to elect to continue such health insurance pursuant to COBRA.

(e) Termination Without Cause

The Company may terminate the Term of Agreement at any time without Cause, by written notice to the Consultant not less than 30 days prior to the effective date of such termination. In the event that the Term of Agreement is terminated by the Company without Cause (other than due to the Consultants death or Disability) the Consultant shall be entitled to: (i)The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Agreement not ended;

(ii)The Severance Amount, payable for the Severance Term;Exhibit 10(i i ) (iii)

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Continuation of the health benefits provided to Consultant and his covered dependents under the Company health plans as in effect from time to time after the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or (B) the date the Consultant commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Consultant to elect to continue his health insurance pursuant to COBRA; and

(f)Termination by Consultant for Good Reason

The Consultant may terminate the Term of Agreement for Good Reason by providing the Company thirty (30) days written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within one hundred and twenty (120) days of the occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Consultants termination shall be effective upon the date immediately following the expiration of the thirty (30) day notice period, and the Consultant shall be entitled to the same payments and benefits as provided in Article 6(e) above for a termination without Cause. (g)Termination by Consultant Without Good Reason

The Consultant may terminate his agreement without Good Reason by providing the Company thirty (30) days written notice of such termination. In the event of a termination of agreement by the Consultant under this Section 6(g), the Consultant shall be entitled only to the Accrued Obligations. In the event of termination of the Consultants employment under this Article 6(g) , the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason. (h)Termination Upon Expiration Date

In the event that Consultants agreement with the Company terminates upon the expiration of the Term of Agreement, the Consultant shall be entitled and the Company shall pay the Consultant: (i)The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Agreement not ended; A payment equal to the Severance Amount; and

(ii)

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Continuation of the health benefits provided to Consultant and his covered dependants under the Company health plans as in effect from time to time after the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or (B) the date Consultant commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Consultant to elect to continue his health insurance pursuant to COBRA.

(i) Change in Control of the Company

If the Consultants agreement is terminated by the Company without Cause or by the Consultant for Good Reason during (x) the 6-month period preceding the date of the Change in Control or (y) the two (2) year period immediately following the Change in Control, the Consultant shall be entitled to: (i)The Accrued Obligations, payable as and when those amounts would have been payable had the Term of Agreement not ended;

(ii)A payment equal to the Severance Amount.

(iii)Continuation of the health benefits provided to Consultant and his covered dependants under the Company health plans as in effect from time to time after the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or (B) the date Consultant commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Consultant to elect to continue his health insurance pursuant to COBRA.

(j) Release

Any payments due to Consultant under this Article 6 (other than the Accrued Obligations on any payments due on account of the Consultants death) shall be conditioned upon Consultants execution of a general release of claims in the form attached hereto as Exhibit A (subject to such modifications as the Company reasonably may request).

(k)Obligation to Mitigate Damages

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In the event of termination of the Term of Agreement, the Consultant shall make reasonable efforts to mitigate damages by seeking other agreement, provided, however, that the Consultant shall not be required to accept a position of substantially different character than the position from which the Consultant was terminated. To the extent that the Consultant shall receive compensation, benefits and service credit for benefits from such other employment, the payment to be made and the benefits and service credit for benefits to be provided by the Company under the provisions of this Article 6 shall be correspondingly reduced.

(l)Cooperation

Following the Term of Agreement, the Consultant shall give his assistance and cooperation willingly, upon reasonable advance notice with due consideration for his other business or personal commitments, in any matter relating to his position with the Company, or his expertise or experience as the Company may reasonably request, including his attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Companys defense or prosecution of any existing or future claims or litigations or other proceedings relating to matters in which he was involved or potentially had knowledge by virtue of his employment with the Company. In no event shall his cooperation materially interfere with his services for a subsequent agreement or other similar service recipient. To the extent permitted by law, the Company agrees that (i) it shall promptly reimburse the Consultant for his reasonable and documented expenses in connection with his rendering assistance and/or cooperation under this Article 6(l) upon his presentation of documentation for such expenses and (ii) the Consultant shall be reasonably compensated for any continued material services as required under this Article 6(l). (m)Return of Company Property

Following the Termination Date, the Consultant or his personal representative shall return all Company property in his possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile machines, palm pilots and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company, its customers and clients or its prospective customers and clients (provided that the Consultant may retain a copy the addresses contained in his rolodex, palm pilot, PDA or similar device). (n)Clawback of Certain Compensation and Benefits

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If, after the termination of the Consultants agreement with the Company for any reason other than by the Company for Cause: (i)it is determined in good faith by the Board and in accordance with the due process requirements of Article 6(b) that the Consultants agreement could have been terminated by the Company for Cause under Article 6(b) (unless the Board knew or should have known that as of the Termination Date the Consultants agreement could have been terminated for Cause in accordance with Article 6(b)); or

Exhibit 10(i i ) (ii)the Consultant breaches Article 7; then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Consultants agreement shall be deemed to have been terminated for Cause retroactively to the Termination Date and the Consultant also shall be required to pay to the Company, immediately upon written demand by the Board, all amounts paid to him by the Company, whether or not pursuant to this Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Consultant if the Consultants agreement with the Company had been terminated by the Company for Cause in accordance with Article 6(b) above;

7. Restrictive Covenants. (a)Non-competition

At all times during the Restricted Period, the Consultant shall not, directly or indirectly (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security holder, creditor or otherwise), engage in any Competitive Activity, or have any direct or indirect interest in any sole proprietorship, corporation, company, partnership, association, venture or business or any other person or entity that directly or indirectly (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security holder, creditor, or otherwise) engages in a Competitive Activity; provided that the foregoing shall not apply to the Consultant's ownership of Common Stock of the Company or the acquisition by the Consultant, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the Nasdaq Stock Market, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Consultant does not control, acquire a controlling

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interest in or become a member of a group which exercises direct or indirect control of, more than five percent (5%) of any class of capital stock of such corporation.

(b)Nonsolicitation of Employees and Certain Other Third Parties

At all times during the Restricted Period, the Consultant shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity (i) employ or attempt to employ or enter into any contractual arrangement with any employee, consultant or independent contractor performing services for the Company, or any Affiliate or Related Entity, unless such employee, consultant or independent contractor, has not been employed or engaged by the Company for a period in excess of six (6) months, and/or (ii) call on or solicit any of the actual or targeted prospective customers or clients of the Company or any Affiliate or Related Entity on behalf of any person or entity in connection with any Competitive Activity, nor shall the Consultant make known the names and addresses of such actual or targeted prospective customers or clients, or any information relating in any manner to the trade or business relationships of the Company or any Affiliates or Related Entities with such customers or clients, other than in connection with the performance of the Consultants duties under this Agreement , and/or

(iii) persuade or encourage or attempt to persuade or encourage any persons or entities with whom the Company or any Affiliate or Related Entity does business or has some business relationship to cease doing business or to terminate its business relationship with the Company or any Affiliate or Related Entity or to engage in any Competitive Activity on its own or with any competitor of the Company or any Affiliate or Related Entity. (c)Confidential Information

The Consultant shall not at any time divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Consultant with respect to the business of the Company (which shall include, but not be limited to, information concerning the Company's financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of the Company that is received by the Consultant in confidence and as a fiduciary, and the Consultant shall remain a fiduciary to the Company with respect to all of such information. Notwithstanding the foregoing, nothing herein shall be

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deemed to restrict the Consultant from disclosing Confidential Information as required to perform his duties under this Agreement or to the extent required by law. If any person or authority makes a demand on the Consultant purporting to legally compel him to divulge any Confidential Information, the Consultant immediately shall give notice of the demand to the Company so that the Company may first assess whether to challenge the demand prior to the Consultants divulging of such Confidential Information. The Consultant shall not divulge such Confidential Information until the Company either has concluded not to challenge the demand, or has exhausted its challenge, including appeals, if any. Upon request by the Company, the Consultant shall deliver promptly to the Company upon termination of his services for the Company, or at any time thereafter as the Company may request, all memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) containing such Confidential Information.

(d)Ownership of Developments

All processes, concepts, techniques, inventions and works of authorship, including new contributions, improvements, formats, packages, programs, systems, machines, compositions of matter manufactured, developments, applications and discoveries, and all copyrights, patents, trade secrets, or other intellectual property rights associated therewith conceived, invented, made, developed or created by the Consultant during the Term of Employment either during the course of performing work for the Companies or their clients or which are related in any manner to the business (commercial or experimental) of the Company or its clients (collectively, the Work Product) shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Consultant for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Consultant for hire for the Company, the Consultant agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Consultant may have in such Work Product. Upon the request of the Company, the Consultant shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. The Consultant shall further: (i) promptly disclose the Work Product to the Company; (ii) assign to the Company, without additional compensation, all patent or other rights to such Work Product for the United States and foreign countries; (iii) sign all papers necessary to carry out the foregoing; and (iv) give testimony in support of his inventions, all at the sole cost and expense of the Company. (e)Books and Records

All books, records, and accounts relating in any manner to the customers or clients of the Company, whether prepared by the Consultant or otherwise coming into the Consultant's

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possession, shall be the exclusive property of the Company and shall be returned immediately to the Company on termination of the Consultant's employment hereunder or on the Company's request at any time.

(f)Acknowledgment by Consultant

The Consultant acknowledges and confirms that the restrictive covenants contained in this Article 7 (including without limitation the length of the term of the provisions of this Article 7) are reasonably necessary to protect the legitimate business interests of the Company, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Consultant further acknowledges and confirms that the compensation payable to the Consultant under this Agreement is in consideration for the duties and obligations of the Consultant hereunder, including the restrictive covenants contained in this Article 7, and that such compensation is sufficient, fair and reasonable. The Consultant further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Article 7 will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for the comfortable support of him and his family and the satisfaction of the needs of his creditors. The Consultant acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Article 7. The Consultant further acknowledges that the restrictions contained in this Article 7 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Companys successors and assigns. The Consultant expressly agrees that upon any breach or violation of the provisions of this Article 6, the Company shall be entitled, as a matter of right, in addition to any other rights or remedies it may have, to (i) temporary and/or permanent injunctive relief in any court of competent jurisdiction as described in Article 7(i) hereof, and (ii) such damages as are provided at law or in equity. The existence of any claim or cause of action against the Company or its affiliates, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictions contained in this Article 7. (g)Reformation by Court

In the event that a court of competent jurisdiction shall determine that any provision of this Article 7 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Article 7 within the jurisdiction of such court, such provision shall be interpreted or reformed and enforced as if it provided for the maximum restriction permitted under such governing law.

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(h)Extension of Time

If the Consultant shall be in violation of any provision of this Article 7, then each time limitation set forth in this Article 7 shall be extended for a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in this Article 7 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Consultant.

(i)Injunction

It is recognized and hereby acknowledged by the parties hereto that a breach by the Consultant of any of the covenants contained in Article 7 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which may be virtually impossible to ascertain. As a result, the Consultant recognizes and hereby acknowledges that the Company shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Article 7 of this Agreement by the Consultant or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company may possess.

8. Representations and Warranties of Consultant

The Consultant represents and warrants to the Company that: (a)The Consultants services will not conflict with or result in his breach of any agreement to which he is a party or otherwise may be bound;

(b)The Consultant has not violated, and in connection with his services with the Company will not violate, any non-solicitation, non-competition or other similar covenant or agreement of a prior employer by which he is or may be bound; and

(c)In connection with Consultants services with the Company, he will not use any confidential or proprietary information that he may have obtained in connection with employment with any prior employer; and

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(d)The Consultant has not (i) been convicted of any felony; or (ii) committed any criminal act with respect to Consultants current or any prior employment; and

(e)The Consultant is not dependent on alcohol or the illegal use of drugs

The Consultant recognizes that Company shall have the right to conduct random drug testing of its officers and that Consultant may be called upon in such a manner. 9.Mediation

Except to the extent the Company has the right to seek an injunction under Article 7(i) hereof, in the event a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties hereby agree first to attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Mediation Rules before resorting to arbitration pursuant to Section 11 hereof.

10.Taxes

Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Consultant or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law, provided it is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.

11. Arbitration. (a)Exclusive Remedy

The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of the Consultants agreement with the Company or out of this Agreement, or the Consultants termination of services or termination of this Agreement, may not be in the best interests of either the Consultant or

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the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the Consultants agreement, or to the negotiation, execution, performance or termination of this Agreement or the Consultants services, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after agreement shall be resolved by arbitration in the State of Florida, in accordance with the National Arbitration Rules of the American Arbitration Association, as modified by the provisions of this Article 11. Except as set forth below with respect to Article 7 of this Agreement, the parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of this Article 11 shall not apply to any injunctions that may be sought with respect to disputes arising out of or relating to Article 7 of this Agreement. The parties acknowledge and agree that their obligations under this arbitration agreement survive the expiration or termination of this Agreement and continue after the termination of the agreement relationship between the Consultant and the Company. By election of arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury. (b)Arbitration Procedure and Arbitrators Authority

In the arbitration proceeding, each party shall be entitled to engage in any type of discovery permitted by the Federal Rules of Civil Procedure, to retain its own counsel, to present evidence and cross-examine witnesses, to purchase a stenographic record of the proceedings, and to submit post-hearing briefs. In reaching his/her decision, the arbitrator shall have no authority to add to, detract from, or otherwise modify any provision of this Agreement. The arbitrator shall submit with the award a written opinion which shall include findings of fact and conclusions of law. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. (c)Effect of Arbitrators Decision; Arbitrators Fees

The decision of the arbitrator shall be final and binding between the parties as to all claims which were or could have been raised in connection with the dispute, to the full extent permitted by law. In all cases in which applicable federal law precludes a waiver

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of judicial remedies, the parties agree that the decision of the arbitrator shall be a condition precedent to the institution or maintenance of any legal, equitable, administrative, or other formal proceeding by the Consultant in connection with the dispute, and that the decision and opinion of the arbitrator may be presented in any other forum on the merits of the dispute. If the arbitrator finds that the Consultant was terminated in violation of law or this Agreement, the parties agree that the arbitrator acting hereunder shall be empowered to provide the Consultant with any remedy available should the matter have been tried in a court, including equitable and/or legal remedies, compensatory damages and back pay. The arbitrators fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the non-prevailing party.

12. Assignment

The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Consultant may not assign or transfer this Agreement or any rights or obligations hereunder. 13.Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to principles of conflict of laws.

14.Jurisdiction and Venue

The parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Grand Cayman, Cayman Islands, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (i) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law, shall be brought in the courts of record of the Cayman Islands; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; (iii) waives any objection which it or he may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (iv) agrees that service of any court papers may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in such courts.

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15.Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Consultant and the Company (or any of its affiliates) with respect to such subject matter, . This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the Consultant.

16.Survival

The respective rights and obligations of the parties hereunder shall survive any termination of the Consultants employment hereunder, including without limitation, the Companys obligations under Article 6 and the Consultants obligations under Article 7 above, and the expiration of the Term of Employment, to the extent necessary to the intended preservation of such rights and obligations. 17.Notices

All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed to P.O. Box 331916, Miami, Florida 33233-1916, Attention: Robert Miller, and (ii) if to the Consultant, to his address as reflected on the records of the Company, or to such other address as either party shall request by notice to the other in accordance with this provision. 18.Benefits; Binding Effect

This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where

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permitted and applicable, assigns, including, without limitation, any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.

19.Right to Consult with Counsel; No Drafting Party

The Consultant acknowledges having read and considered all of the provisions of this Agreement carefully, and having had the opportunity to consult with counsel of his own choosing, and, given this, the Consultant agrees that the obligations created hereby are not unreasonable. The Consultant acknowledges that he has had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party on the basis of who drafted the Agreement. 20.SeverabilityThe invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section or sections or article or articles had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity. 21.Waivers

The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. 22.Damages; Attorneys Fees

Nothing contained herein shall be construed to prevent the Company or the Consultant from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement. In the event that either party hereto seeks to collect any damages resulting from, or the injunction of any action constituting, a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable costs and attorneys' fees of the other.

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23.Waiver of Jury Trial

The Consultant hereby knowingly, voluntarily and intentionally waives any right that the Consultant may have to a trial by jury in respect of any litigation based hereon, or arising out of, under or in connection with this Agreement and any agreement, document or instrument contemplated to be executed in connection herewith, or any course of conduct, course of dealing statements (whether verbal or written) or actions of any party hereto. 24.No Set-off or Mitigation

The Companys obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Consultant or others. In no event shall the Consultant be obligated to seek other agreement or take any other action by way of mitigation of the amounts payable to the Consultant under any of the provisions of this Agreement. 25.Section Headings

The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 26.No Third Party Beneficiary

Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

27.Counterparts

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This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement. 28.Indemnification.

(a)Subject to limitations imposed by law, the Company shall indemnify and hold harmless the Consultant to the fullest extent permitted by law from and against any and all claims, damages, expenses (including attorneys' fees), judgments, penalties, fines, settlements, and all other liabilities incurred or paid by him in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and to which the Consultant was or is a party or is threatened to be made a party by reason of the fact that the Consultant is or was an officer, employee or agent of the Company, or by reason of anything done or not done by the Consultant in any such capacity or capacities, provided that the Consultant acted in good faith, in a manner that was not grossly negligent or constituted willful misconduct and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company also shall pay any and all expenses (including attorney's fees) incurred by the Consultant as a result of the Consultant being called as a witness in connection with any matter involving the Company and/or any of its officers or directors. (b)The Company shall pay any expenses (including attorneys' fees), judgments, penalties, fines, settlements, and other liabilities incurred by the Consultant in investigating, defending, settling or appealing any action, suit or proceeding described in this Article 28 in advance of the final disposition of such action, suit or proceeding. The Company shall promptly pay the amount of such expenses to the Consultant, but in no event later than 10 days following the Consultant's delivery to the Company of a written request for an advance pursuant to this Article 29, together with a reasonable accounting of such expenses.

(c)The Consultant hereby undertakes and agrees to repay to the Company any advances made pursuant to this Article 28 if and to the extent that it shall ultimately be found that the Consultant is not entitled to be indemnified by the Company for such amounts.

(d)The Company shall make the advances contemplated by this Article 28 regardless of the Consultant's financial ability to make repayment, and regardless whether indemnification of the Indemnitee by the Company will ultimately be required. Any advances and undertakings to repay pursuant to this Article 28 shall be unsecured and interest-free.

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(e)The provisions of this Article 28 shall survive the termination of the Term of Agreement or expiration of the term of this Agreement.

IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first above written.

COMPANY :

|s|……………….

ABC Tech, Inc.

Per: …………..r, Director

CONSULTANT :

|s|DEF

…………………

EXHIBIT A

FORM OF RELEASE

GENERAL RELEASE OF CLAIMS Â· DEF ( Consultant ), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Articles 6(c) (in the case of Disability), Articles 6(e) or 6(f) (other than the Accrued Obligations) of the Consultant Agreement to which this release is attached as Exhibit B (the Consultant Agreement ), does hereby release and forever discharge Simple Tech, Inc. (the Company ), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with the Company, the Released Parties ) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Consultants services or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge,

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intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Consultant acknowledges that the Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act ( ADEA ) and that he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age. Without limiting the generality of the release provided above, Consultant expressly waives any and all claims under ADEA that he may have as of the date hereof. Consultant further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights arising under, or any claim for benefits which may be due Consultant pursuant to, the Consultant Agreement, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Consultant may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors and officers liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of the Company.

Â·Consultant represents that he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of his services, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Consultant pursuant to paragraph 1 hereof (a Proceeding ); provided , however , Consultant shall not have relinquished his right to commence a Proceeding to challenge whether Consultant knowingly and voluntarily waived his rights under ADEA.

Â·Consultant hereby acknowledges that the Company has informed him that he has up to twenty-one (21) days to sign this General Release of Claims and he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Consultant also understands that he shall have seven (7) days following the date on which he signs this General Release of Claims within which to revoke it by providing a written notice of his revocation to the Company.

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Â·Consultant acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts made and to be performed entirely within such State. Â·Consultant acknowledges that he has read this General Release of Claims, that he has been advised that he should consult with an attorney before he executes this general release of claims, and that he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. Â·This General Release of Claims shall take effect on the eighth day following Consultants execution of this General Release of Claims unless Consultants written revocation is delivered to the Company within seven (7) days after such execution.

CONSULTANT

______, __, 20__

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CA#8Consultant Agreement

This Agreement is madeas of this 30 th day of November 2005

by and betweenABC, INC., whose principal offices are at …………………, ……., Fl …... (Consultant),

andDEF Media, Inc. whose principal offices are at ……., Fl ….. (Company).

RECITALS: A.Consultant represents that Consultant has expertise in the area of E-Mail Marketing and Appending and is ready, willing, and able to provide consulting assistance to Company on the terms and conditions set forth herein and from and after the date of this Agreement shall provide to the Company E-Mail Marketing and Appending services and shall endeavor to transfer to the Company clients of the Consultant for such services, as described below.

B.Company, in reliance on Consultant's representations, is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the obligations made and undertaken in this Agreement, the parties, intending to be legally bound, agree as follows:

Section 1

SCOPE OF SERVICES

1.01. Consultant shall, from time to time, in response to the Company's requests, provide consulting services in the areas of E-Mail Marketing and Appending. From and after the date of this Agreement, Consultant shall use its reasonable best efforts to transfer to the Company all clients of the Consultant for such services. To the extent such clients shall not immediately agree or shall not immediately become clients or customers of the Company, Consultant shall pay over to the Company all revenues from E-Mail Marketing and Appending services which Consultant receives from such clients during the term of this Agreement.

1.02. Consultant shall: (i) provide and make available to Company such resources as Consultant shall deem necessary to perform the services called for by this Agreement,

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including but not limited to E-mail servers, database servers, associated software and proprietary technology, personnel, and 150 million database records; (ii) make available as the person responsible for performance hereunder, such natural person as shall from time to time reasonably be requested by the Chairman of Company, whose personal services shall be required and shall be a material obligation of Consultant under this Agreement; (iii) assist Company in developing list management and list brokering services for customers of the Company.

1.03. All work shall be performed at Consultant's facilities unless otherwise mutually agreed and shall be performed in a first-class and professional manner by Consultant with all of such activities performed on a level of skill in the area commensurate with the requirements of the scope of work to be performed. Consultant shall make sure Consultant's employees at all times observe security, confidentiality, and safety policies of Company, after the Company provides Consultant with copies of the same.

1.04. Absent approval by Company of acceptable substitutes, the discontinuance of work by any of the named employees shall, for purposes of Section 2.02, be deemed a breach of the terms of this Agreement by Consultant.

1.05. Anything in this Agreement to the contrary notwithstanding, the parties acknowledge and agree that Company shall have no right to control the manner, means, or method by which Consultant performs the services called for by this Agreement. Rather, Company shall be entitled only to direct Consultant with respect to the elements of the services to be performed by Consultant and the results to be derived by Company, to inform Consultant when such services shall be performed, and to review and assess the performance of such services by Consultant for the limited purposes of ensuring that such services have been performed and confirming that such results are satisfactory.

Section 2

TERM OF AGREEMENT

2.01. This Agreement shall commence on the date and year first above written, and unless modified by mutual agreement of the parties or terminated earlier pursuant to the terms of this Agreement, shall continue until the earlier of: (1) one year from signing of agreement or 30 days following a Change in Control (as defined in the 2005 Incentive Stock Plan of the Company as filed with the SEC on July 18, 2005) upon notice by the Company of such termination.

2.02. This Agreement may be terminated by either party after one year from date of this agreement by written notice to the other party. This Agreement may be terminated immediately upon notice to the other party if the other party breaches any term of this Agreement and the breaching party fails to cure such breach within 7 days; provided that, notwithstanding the above, the cure period for any failure of Company to pay fees and charges due under this Agreement shall be 7 days from the date of receipt by Company of any written notice of breach relating to it.

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2.03. Upon termination of this Agreement for any reason, Consultant shall promptly return to Company all copies of any Company data, records, or materials of whatever nature or kind, including all materials incorporating the proprietary information of Company. Consultant shall also furnish to Company all work in progress or portions of work in progress, including all incomplete work.

2.04. Within 7 days of termination of this Agreement for any reason, Consultant shall submit to Company an itemized invoice for any fees or expenses unpaid under this Agreement. After payment of unpaid amounts so invoiced, Company shall have no further liability or obligation to Consultant for any further fees, expenses, or other payment.

Section 3

FEES, EXPENSES, AND PAYMENT

In consideration of the services to be performed by Consultant, Company shall pay the Consultant as follows:

3.01 Fees . Upon execution of this Agreement by Consultant and Company, the Company shall pay Consultant Two Hundred Twenty Thousand Dollars ($220,000) as the engagement fee, plus Fifty Thousand ($50,000) Dollars thirty (30) days following execution of this Agreement by Consultant and Company, and fifty thousand ($50,000) Dollars sixty (60) days following execution of this Agreement by Consultant and Company.

The Company shall also pay the Consultant as compensation for its services hereunder, in equal semi-monthly or bi-weekly installments during the Term in accordance with the customary payroll practices of the Company, the sum of Three Hundred Thousand ($300,000) Dollars per annum.

3.02 Equity Awards. Upon execution of this Agreement by Consultant and Company: (i) Company shall grant to Consultant or designated employees of Consultant five-year options to purchase a total of 600,000 shares of the common stock of the Company, all exercisable at $3.85 per share, which options shall be exerciseable as to one-third (1/3) of such total on each of the six month, first, and second year anniversaries of the date of grant by the Board of Directors; provided, however, that all of such options shall be exercisable immediately upon any Change in Control (as defined under the 2005 Incentive Stock Plan of the Company) if following such Change in Control this Agreement is terminated for any reason; and (ii) Company shall grant to Consultant 90,000 shares of unregistered common stock of the Company.

The Company may issue such awards and options under the terms of the 2005 Incentive Stock Plan adopted by the Company and the Company shall include all of such shares, awarded and subject to options, in a registration statement the Company files for its

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executives and other plan participants, which registration statement shall be filed within 12 months of the date of this Agreement.

3.03. Acceleration . If Consultant terminates this Agreement because of Company's breach, Consultant shall be entitled to the balance of the unpaid fees and equity awards as outlined in section 3.01 and 3.02.

Section 4

RIGHTS IN DATA

4.01. As between Company and Consultant, except as set forth below in this Section 4, all right, title, and interest in and to the programs, systems, data, or materials utilized or produced by Consultant in the performance of the services called for in this Agreement shall remain Consultant's property.

4.02. All right, title, and interest in and to all Deliverables, including all rights in copyright that may subsist in them, shall be held by Company, and all Deliverables shall be considered works made for hire. Consultant shall mark all Deliverables with Company's copyright or other proprietary notice as directed by Company and shall take all actions deemed necessary by Company to perfect Company's rights in the Deliverables. If the Deliverables shall be deemed not to constitute works made for hire, or if Consultant should otherwise, by operation of law, be deemed to retain any rights to any Deliverables, Consultant assigns all right, title, and interest in and to such Deliverables to Company. Consultant agrees to execute any documents of assignment or registration of copyright requested by Company respecting any and all Deliverables.

For the purposes of this Agreement, Deliverables shall include, but not be limited to, any and all materials produced by, for, or with assistance of Consultant under this Agreement or pursuant to goods or services request by Company to be provided to or performed for Company at any time, or related to the business and affairs of the Company.

4.03. All right, title, and interest in and to any programs, systems, data, and materials furnished to Consultant by Company are and shall remain Company's property.

Section 5

PROPRIETARY INFORMATION

5.01. Consultant acknowledges that to perform the services called for in this Agreement, it shall be necessary for Company to disclose to Consultant certain Trade Secrets that have been developed by Company at great expense and with considerable effort of skilled professionals. Consultant further acknowledges that the Deliverables will of necessity incorporate such Trade Secrets. Consultant agrees that Consultant shall not disclose, transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties, except those who have a need to know such Trade Secrets consistent with

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the requirements of this Agreement and who have undertaken an obligation of confidentiality and limitation of use. In no event shall Consultant disclose any such Trade Secrets to any competitors of Company.

5.02. The term "Trade Secret(s)" shall mean any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially valuable to Company and not generally known in the industry. The obligations set forth in Section 5.01 as they pertain to Trade Secret(s) shall survive this Agreement and continue for so long as the material remains Trade Secrets.

Section 6

CONFIDENTIALITY OF AGREEMENT; PUBLICITY; USE OF MARKS

6.01. Disclosure of Confidential Information. The Consultant recognizes, acknowledges and agrees that it and its personnel has had and will continue to have access to secret and confidential information regarding the Company, including but not limited to, its products, formulae, patents, sources of supply, customer dealings, data, know-how and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Consultant. The Consultant acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by Consultant and its personnel in confidence. In consideration of the obligations undertaken by the Company herein, the Consultant will not (and Consultant shall take reasonable precautions to assure that its personnel shall not), at any time, during or after the expiration of the term of the Consultancy hereunder, reveal, divulge or make known to any person, any information acquired by the Consultant during the course of the services contemplated hereunder, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 6.01 shall survive the termination of this Agreement.

6.02. Covenant Not To Compete

The Consultant recognizes that the services to be performed by it hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company that the Consultant agree, on its own behalf and on behalf of its personnel, and accordingly, the Consultant does hereby agree, that it shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined below): (i)except as provided below, engage in the business of acting as an executive engaged in any business in which the Company is currently or in the future is engaged, or which constitutes online or offline marketing utilizing email databases, appending and enhancing customer database records with information, or opt-in services, or operating web-mining properties ("Competitive Services"), either on his own behalf or as an

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officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or

(ii)solicit to employ or engage, for or on behalf of Consultant's own self or any third party, any employee of the Company.

The Consultant hereby agrees that it will not, directly or indirectly, for or on behalf of itself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Company with respect to Competitive Services then being offered or sold by the Company.

If any of the restrictions contained in this Article 6 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby.

This Article 6 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market.

The term "Restricted Period," as used herein shall mean the period of the Consultant's actual engagement hereunder, provided, however, that during the initial six (6) months period following the execution of this Agreement by Consultant and Company, Consultant shall use its reasonable best efforts to transition any and all accounts for Competitive Services to the Company, as Company accounts, provided, further, that Consultant shall not be deemed in breach hereof during such period as long as Consultant has used such reasonable best efforts, and thereafter during the remainder of the term of this Agreement the Consultant is actually no longer performing services for the Company. The term "Restricted Area" as used in this Article 6 shall mean the continental United States.

(f) In no event shall the terms of Section 6.02 be enforceable, should the Company be in default of any of its obligations to the Consultant at the time of enforcement by the Company, after notice and opportunity to cure such default.

6.03. Nature . For a period of three years from the date of termination of this Agreement, Consultant shall not disclose the nature of the effort undertaken for Company or the terms of this Agreement to any other person or entity, except as may be necessary to fulfill Consultant's obligations under this Agreement or as otherwise required by law.

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6.04. Trademarks . Consultant shall not at any time use Company's name or any Company trademark(s) or trade name(s) in any advertising or publicity without Company's prior written consent.

6.05. Injunctive Relief. The Consultant acknowledges that the services to be rendered by it under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Consultant agrees that any breach or threatened breach by it of Sections 5 or 6 of this Agreement shall entitle the Company, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction in Broward County, Florida, to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Consultant hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Company seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the company may have at law or in equity.

Section 7

WARRANTIES

7.01. Company warrants that Company owns all right, title, and interest in and to any programs, systems, data, or materials furnished to Consultant pursuant to this Agreement.

Consultant Agreement

7.02. Consultant warrants that:

(a) Consultant's performance of the services called for by this Agreement do not and shall not violate any applicable law, rule, or regulation; any contracts with third parties; or any third-party rights in any patent, trademark, copyright, trade secret, or similar right; and

(b) Consultant is the lawful owner or licensee of any software programs or other materials used by Consultant in the performance of the services called for in this Agreement and has all rights necessary to convey to Company the unencumbered ownership of Deliverables.

Section 8

INDEMNIFICATION

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8.01. Each party hereto indemnifies and agrees to hold the other harmless from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses resulting therefrom, including court costs and reasonable attorney fees, arising out of or relating to the breach of its obligations and warranties set forth herein. Each party's obligations under this Section 8.01 shall survive the termination of this Agreement for any reason. Each party agrees to give the other prompt notice of any such claim, demand, or action and shall, to the extent it is not adversely affected, cooperate fully with the indemnifying party in the defense and settlement of the claim, demand, or action.

Section 9

LIMITATION OF LIABILITY

9.01. In no event shall either party be liable to the other for any consequential damages or lost profits of the other party.

Section 10

MISCELLANEOUS

10.01. Consultant shall not assign, transfer, or subcontract this Agreement or any of Consultant's obligations under this Agreement without Company's prior written consent; provided, however, that Consultant may assign Consultant's right to receive payments under this Agreement to such third parties as Consultant may designate upon advance written notice to Company of not less than 30 days.

10.02. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to such State's conflicts of laws provisions and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Florida.

10.03. The parties are and shall be independent contractors to one another, and nothing here shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Except as expressly provided in this Agreement, Company shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of Consultant, including (without limitation) Consultant's obligation to withhold Social Security and income taxes for Consultant or any of Consultant's employees.

10.04. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act on a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.

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10.05. All notices required or permitting by this Agreement shall be in writing addressed to the respective parties as set forth above, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, return receipt requested, postage prepaid.

10.06. Anything to the contrary notwithstanding:

A. Nothing contained herein shall prohibit: (i) any officer, director, shareholder or employee of Consultant, and members of their families ("Consultant's Personnel"), from conducting the business of Elite Financial Solutions, Inc.; or (ii) Consultant's Personnel or affiliates providing List Management and/or List Brokerage Services to businesses whose customers or prospective customers are also customers or prospective customers of the Company, provided, however, that Consultant shall not compete with Company to provide the same list to the same customer.

B. If this Agreement is terminated for any reason, the Company shall not be entitled to and hereby waives any claim for recission or for return of any consideration paid or payable hereunder.

C. If this Agreement is terminated due to breach by the Company, all obligations of Consultant hereunder shall be terminated other than Consultant's obligation to maintain the confidentiality of any confidential information.

10.07. This Agreement constitutes the entire agreement of the parties and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.

10.08. This Agreement may be executed by a party hereto and delivered by electronic facsimile transmission, with the same force and effect as if it had been executed and delivered in person by that party in the presence of the other, and the party's signature on a facsimile copy hereof shall be deemed his or its authorized original signature. To induce each other to rely upon such facsimile, any party so executing this Agreement shall not, directly or indirectly, challenge the validity of such signature.

The parties have caused this Agreement to be executed by their duly authorized representatives as of the date and year first above written.DEF MEDIA, INC. ABC, INC.By:|s|……………….. By:|s|……………… Name: ………………….. Name: ……………. Title: President

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CONSULTANT'S AGREEMENT

THIS CONSULTANT'S AGREEMENTis executed on the 30th day of August, 2000, ("Effective Date")

by and betweenDEF International, Inc., having its principal office at ……., Minneapolis, Minnesota

("DEF"),and

ABC Technologies, LLC, a Florida limited liability company, having its principal office at……, Florida ("ABC"):

RECITALS WHEREAS, ABC is engaged in the business of franchising the right to own and operate RRRRRR (R) retail stores ("Business") and has invested substantially in the development of techniques, programs, services, systems, information, trade secrets, discoveries, improvements, developments, and other confidential property; and that ABC must ensure that all information relating to those clients and franchisees remain confidential and that the goodwill established to its clients and franchisees is maintained; and WHEREAS, DEF acknowledges that it is essential to the conduct of ABC' business and to its clients and franchisees that such information be kept confidential and treated as secret and that ABC' client and franchisee relationships must be protected; and WHEREAS, DEF and its principals are extremely knowledgeable in the affairs of the Business and has great expertise in dealing with franchise systems including, without limitation, vendor relationships; and WHEREAS, DEF desires to enter into a business relationship with ABC to provide general consulting services and assistance with the Business as well as to aid in ABC' business development, client and franchisee retention. NOW, THEREFORE, in consideration of the mutual promises set forth herein, ten dollars ($10.00), and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DEF and ABC hereby agree: 1. Agreement. ABC hereby contracts with DEF to provide certain services (defined below), and DEF hereby accepts the contract, upon the terms and conditions set forth in this Consultant's Agreement ("Agreement"). ABC and DEF agree that DEF is an independent contractor with regards to the work performed by DEF for ABC. Both ABC and DEF

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acknowledge that no principal/agent relationship exists and that neither party is the employer or the employee of the other party. 2. Term. Subject to the provisions of termination as hereinafter provided, the term of this Agreement shall begin on the Effective Date hereof, and shall have a term of five (5) years, although the business relationship may be terminated at the will of ABC or at the will of DEF as provided hereunder, and may be extended by mutual written agreement of the parties. If ABC terminates this agreement for any reason, with or without cause, ABC shall pay to DEF within 15 days an amount in cash equal to the total of all remaining installments that would have been paid over the period referenced in Section 3 hereof. 3. Compensation. DEF shall receive Two Million and No/100 Dollars ($2,000,000.00) as compensation for any and all services of every nature rendered and to be rendered by DEF in connection with this Agreement ("Consulting Fee"). ABC shall make sixty (60) equal monthly installments of Thirty Three Thousand Three Hundred Thirty Three and 33/100 Dollars ($33,333.33). Notwithstanding the foregoing, ABC may pay all or any portion of the Consulting Fee during the term of this Agreement, upon providing DEF with ninety (90) days' prior written notice of such payment. 4. Duties. DEF and its principals shall make themselves available to and will consult with ABC with respect to transition related and business strategy matters during the term of this Consultant's Agreement, including without limitation, client and franchise development, business and vendor contacts, provided that DEF personnel may provide such services at its corporate headquarters during normal business hours, unless otherwise agreed to in writing. DEF, or its principals, shall be reimbursed for any expenses they may incur in providing consulting services to ABC. 5. Extent of Service. DEF shall devote as much of its working time, energy, and attention to its duties, set forth above, as is mutually acceptable to ABC and DEF. 6. Taxes. DEF is solely responsible for paying any and all necessary and appropriate federal, state, and local taxes which are due and owing by DEF as a result of this Agreement. ABC will issue appropriate documents to DEF for federal income tax purposes in accordance with the requirements of the Internal Revenue Code. DEF agrees to be solely responsible for the preparation of all appropriate federal, state, and local tax reports and returns related to its performance of services under this Agreement. 7. Dissolution During Agreement. If DEF dissolves or files for bankruptcy protection ("Dissolution") during the term of this Agreement, this

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Agreement shall terminate and ABC shall have no further financial obligations to DEF; however, Dissolution shall not be deemed to include where DEF merges with another entity, substantially all of DEF's assets are purchased by another entity or any other business transaction where any one or more of the businesses or DEF continue (collectively referred to as "Successor Grow Biz"), so long as the Successor DEF agrees in writing to be bound by this Agreement. 8. Confidentiality. DEF shall maintain as confidential and shall not use or disclose (except as required by law or as authorized in writing by ABC) any confidential or proprietary information or materials relating to the Business (the "Confidentiality Restriction"). In the event any party hereto is required by law to disclose any confidential information, such party shall promptly (and in any event prior to final disclosure) notify each other party in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall cooperate with each other party to preserve the confidentiality of such information consistent with applicable law. 9. Covenant Not to Compete. The restrictive covenants, as set forth in the Asset Purchase Agreement between these parties and CompRen, Inc. of even date, are incorporated herein by reference and shall be binding on DEF. 10. Consideration. DEF expressly acknowledges and agrees that: (a) the execution by ABC of this Agreement constitutes full, adequate, and sufficient consideration to DEF from ABC for the duties, obligations, and covenants of DEF under this Agreement, including, by way of illustration and not by way of limitation, the agreements, covenants, and obligations of DEF under Paragraph 8 of this Agreement; and (b) ABC has a legitimate business interest in obtaining DEF' commitment to the Covenant Not to Compete. ABC expressly acknowledges and agrees similarly with respect to the consideration received by it from DEF under this Agreement. 11. Notices. Any and all notices shall be given pursuant to this Agreement; such notices shall be in writing, shall be either hand delivered or sent by certified United States mail, return receipt requested, and shall be addressed to the signatories at the addresses shown on the signature page of this Agreement or at any subsequent address provided by one party to the other in writing. 12. Consent To Personal Jurisdiction and Venue; Waiver of Jury Trial. DEF hereby consents to personal jurisdiction and venue, for any action brought by ABC arising out of a breach or threatened breach of this Agreement, exclusively in the United States District Court for the Middle District of Florida, Tampa Division; DEF hereby agrees that any action brought by it alone or in combination with others, against ABC, whether

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arising out of this Agreement or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division. DEF and ABC hereby agree that any controversy which may arise under this Agreement would involve complicated and difficult factual and legal issues, accordingly ABC and DEF intentionally waive any right to request a jury trial in any action arising out of, or based upon this Agreement and any agreement contemplated to be executed in conjunction herewith. 13. Acknowledgments. DEF hereby acknowledges that it has been provided with a copy of this Agreement for review prior to signing it, that it has been advised and given the opportunity to have this Agreement reviewed by its own attorney prior to signing it, that it understands the purposes and effects of this Agreement, and that he has been given a signed copy of this Agreement for its own records. DEF acknowledges that GHI, P.A. represents ABC only and has not given DEF any advice or counsel regarding this Agreement. 14. Waiver. The waiver by either party of a breach or threatened breach of this Agreement by the other party (the "Breach Party") shall not be construed as a waiver of any subsequent breach by the Breach Party. The refusal or failure of ABC to enforce the Confidentiality Restrictions of Paragraph 8 and/or the Restrictive Covenants of Paragraph 9 of this Agreement (or any similar agreement) against any employee, agent, or independent contractor, for any reason, shall not constitute a defense to the enforcement by ABC of the Confidentiality Restrictions of Paragraph 8 or the Restrictive Covenants of Paragraph 9, nor shall it give rise to any claim or cause of action by such employee, agent, or independent contractor or consultant against ABC. 15. Prevailing Parties. The prevailing party in any litigation involving this Agreement shall be entitled to its reasonable attorneys' fees. 16. Independent Contractor. DEF specifically acknowledges and agrees that it is an independent contractor and not an employee of ABC. Nothing contained in this Agreement shall be construed as to create an employee/employer relationship between ABC and DEF. 17. Rules of Construction. (a) Entire Agreement. This Agreement constitutes the entire agreement between its signatories pertaining to the subject matters of the Agreement, and it supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the signatories in connection with the subject matters of the Agreement. Except as otherwise herein provided, no covenant, representation, or condition not expressed in this Agreement, or in an amendment made and executed in accordance with the provisions of the subparagraph (b) of this paragraph, shall be binding upon the signatories or

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shall affect or be effective to interpret, change, or restrict the provisions of this Agreement. (b) Amendments. No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed by all signatories to this Agreement. (c) Governing Law. This Agreement shall be governed and construed in accordance with the statutory and decisional law of the State of Florida governing contracts to be performed in their entirety in Florida.. (d) Severability. If any paragraph, subparagraph, or provision of this Agreement, or the application of such paragraph, subparagraph, or provision, is held invalid by a court of competent jurisdiction, the remainder of the Agreement, and the application of such paragraph, subparagraph, or provision to persons or circumstances other than those with respect to which it is held invalid, shall not be affected. (e) Headings and Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and they shall not be considered a part of this Agreement for purposes of interpreting or applying this Agreement; such titles or captions are not intended to define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms, provisions, representations, warranties, or conditions in any manner or way whatsoever. (f) Continuance of Agreement. The rights, responsibilities, and duties of the signatories to this Agreement, and the covenants and agreements contained in this Agreement, shall continue to bind the signatories, shall continue in full force and effect until each and every obligation of the signatories pursuant to this Agreement (and any document or agreement incorporated hereby by reference) shall have been fully performed, and shall be binding upon the successors and assigns of the signatories. (g) Ambiguity. It is the intention of both ABC and DEF that the normal rule of construction to the effect of any ambiguities are to be resolved against the drafting party shall not be utilized in the interpretation or construction of this Agreement. Both parties shall be deemed to have participated equally in the drafting of this Agreement. IN WITNESS WHEREOF, the signatories have executed this Agreement the day and year first above written. WITNESSES: DEF INTERNATIONAL, INC. By: /s/ ………….

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Name: /s/ ………….. ……………., Chairman and Chief

Executive Officer ______________________________ …………………………. Name: ________________________ …., Minnesota ….. ABC TECHNOLOGIES, LLC, a Florida limited liability company By Its Managing Member: /s/ ……………………….. ABC Computer Concepts, Inc., Name: ________________________ a Florida corporation ____________________________ By: /s/ ………... ABC Name: ______________________ ……………. ABC, its President ……………………….

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CONSULTANT AGREEMENTTHIS CONSULTANT AGREEMENT ("Consultant Agreement")

is entered intoby and between

ABC INC. , a California corporation, for itself and its subsidiaries ("ABC"), having its principal place of business at ……………. California …………

andDEF ("Consultant") (collectively, the "Parties")

and is made effective as of May 12, 2008 ("Effective Date").

The Parties agree as follows:

1. Performance of Services 1.1 Consultant shall diligently perform the Services in full compliance with the highest standards of practice in the industry. Consultant shall comply with all applicable laws and safety rules of ABC in the course of performing the Services hereunder. 1.2 For purposes of this Consultant Agreement, "Services" shall be those projects assigned by ABC's Chief Executive Officer. Consultant will be expected to devote, on average, twenty (20) hours per week towards the completion of the Services. The parties acknowledge that twenty (20) hours per week is an average, and that some weeks will require time in excess of twenty (20) hours per week, and that in some weeks less than twenty (20) hours per week will be required of Consultant. 1.3 Consultant shall commence the performance of the Services as of August 20, 2008 (the "Start Date") and complete performance of the Services on May 19, 2009 (the "Completion Date").

2. Reporting Requirements 2.1 Consultant shall report to the Chief Executive Officer of ABC regarding the progress of the Services performed hereunder. 2.2

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ABC, and any of its duly authorized representatives, shall, until the expiration of one (1) year after final payment under this Consultant Agreement, have access to and the right to examine any books, documents, papers and records of Consultant involving transactions directly related to this Consultant Agreement.

3. Compensation 3.1 Consultant shall keep accurate records of time expended in performing the Services which shall at all times be available for inspection and copying by ABC at any time during normal business hours upon reasonable prior notice. From August 20, 2008, through May 19, 2009, Consultant shall be paid on a semimonthly basis at the rate of $19,375.00 per month.

3.2 Beginning January 1, 2009, Consultant shall be solely liable for any federal, state, or local withholding, or other payroll taxes relating to performance of the Services under this Consultant Agreement. 3.3 Consultant acknowledges and agrees that the compensation paid hereunder includes payment for any inventions and/or creations of the Consultant which are invented or created in direct connection with the performance of the Services under this Consultant Agreement. 3.4 ABC shall reimburse Consultant for any reasonable out-of-pocket expenses incurred in the performance of the Services, including Consultant's travel, lodging and meal expenses related to going and coming from his home to the Company's and Affiliated Entities' (as that term is used in the Separation Agreement executed concurrently) offices located here and abroad.

4. Status of Independent Contractor 4.1 Beginning August 20, 2008, Consultant will be an independent contractor and not an employee of ABC and, from and after that time, Consultant, and not ABC, shall have

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control over the method, manner, and means of Consultant's performance of the Services, subject to the express provisions of this Consultant Agreement. 4.2 Beginning August 20, 2008, Consultant shall be solely responsible for the insurance coverage Consultant deems necessary to protect against any form of insurable risks. Consultant certifies and agrees that from that date and thereafter throughout the term of this Consultant Agreement, Consultant has and will maintain appropriate insurance coverage. 4.3 Consultant shall not be entitled to any benefits accruing to ABC employees. However, through May 19, 2009, should Consultant provide the Services and this Consultant Agreement not be terminated earlier, Consultant shall be classified as a "Service Provider" as defined in the Company's 1998 Stock Plan for purposes of vesting stock options and restricted stock units. ABC shall not deduct from Consultant's compensation nor in any manner pay for those expenses which are normally paid on behalf of ABC employees, including, but not limited to, worker's compensation insurance and health insurance. ABC may but shall not be required to hire, supervise, or pay any assistants to support Consultant. Consultant agrees to indemnify and to hold ABC harmless for any and all claims, losses, liabilities, or costs (including attorneys' fees) based upon any assertion that Consultant or any of his employees are employees of ABC. 4.4 Consultant acknowledges that Consultant has no authority to enter into any contract on behalf of ABC, and Consultant agrees not to enter into any such contract, or incur any liability, on behalf of ABC. From and after, August 19, 2008, nothing in this Agreement shall imply that Consultant is an agent, employee, or other representative of ABC, nor shall Consultant make any such representations.

5.Confidentiality

5.1 "Confidential Information" means: (1) any Inventions; (2) information related to ABC's business methods and practices; (3) compilations of data or information concerning ABC's businesses; (4) the identities of ABC's licensors, licensees, suppliers and customers and the nature of ABC's relationships with these parties; (5) information related to the business of ABC's suppliers, customers or other third parties doing business with ABC; (6) proprietary or trade secret information submitted by any third party to ABC for study, evaluation or any other use; and (7) any other information concerning ABC that is not generally known to the public (including information about ABC's operations, personnel, products or services).

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5.2 Consultant understands that this Consultant Agreement is the basis for a relationship of trust and confidence between Consultant and ABC with regard to Confidential Information. At all times during and after the term of this Consultant Agreement, Consultant agrees to keep in strictest confidence and trust all Confidential Information and to take all reasonable precautions to protect against its disclosure or misuse. Consultant will not use any Confidential Information other than for the sole benefit of ABC pursuant to the performance of Consultant's duties hereunder, nor disclose any Confidential Information except to employees of ABC with a need to know. Consultant shall not, however, be required to treat as confidential any Confidential Information which: (i) is in the public domain by reason of prior publication not directly or indirectly resulting from any act or omission of Consultant or his employees or subcontractors, or (ii) was already properly known to Consultant (other than in connection with this Consultant Agreement or prior employment with ABC) without restriction on use or disclosure at the time of disclosure by ABC to Consultant. 5.3 Consultant agrees that all written and descriptive matter, including notes and drawings, however embodied or fixed, received or made by Consultant in connection with the Services or in connection with any Inventions as defined in Section 6.1 or Confidential Information belonging to ABC, shall be and are the sole and exclusive property of ABC. Consultant shall return all such materials to ABC upon request and in any event upon termination of this Consultant Agreement. Consultant further confirms that he will deliver at or immediately after the termination of this Consultant Agreement, all documents and data of any nature containing or pertaining to proprietary or confidential information and that he will not retain in his possession, custody, or control any such documents or data, or any reproduction thereof. To the extent Consultant has not already done so, he agrees, on or before the termination of this Consultant Agreement, to return to the Company all Company property, including, but not limited to, all electronic and hardcopy files and documents, and any other tangible or intangible Company property in the possession, custody, or control of Consultant, except that Consultant may keep the laptop computer currently in his possession, provided that on or immediately after the termination of this Consultant Agreement, Consultant has provided a copy of all Company data to Company residing on the laptop computer and thereafter permanently deletes all Company data from the laptop computer. Consultant shall not retain any copies or summaries of any kind of the documents, files, or materials which constitute Company property, whether obtained while Consultant was an employee of Company or otherwise.

5.4

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Consultant will not disclose to ABC, use in connection with performance of the Services, or induce ABC to use any trade secret or other confidential information belonging to any third party without the prior written consent of such third party.

6. Inventions 6.1 "Inventions" means all discoveries, developments, designs, improvements, inventions, mask works, formulae, processes, techniques, algorithms, computer programs, strategies, specific technical know-how, and data, whether or not patentable or registrable under patent, copyright or similar statutes, that are generated, created, conceived, reduced to practice or learned (collectively "created") by Consultant (or anyone acting on Consultant's behalf), either alone or jointly with others, either (1) in direct connection with the performance of the Services, or (2) are created in whole or in part with the support of ABC employees or the use of ABC equipment, ABC supplies, ABC facilities or Confidential Information. Inventions include all deliverables or results of the Services and documentation related to the Services.

6.2 "Intellectual Property Rights" means all of the rights in patents, patent applications, industrial designs, copyrights, trademarks, and trade secrets relating to the Inventions.

6.3 During the term of this Agreement, Consultant will promptly and fully disclose all Inventions to ABC. ABC shall be the sole owner of all rights and title including, without limitation, all Inventions and all Intellectual Property Rights in any and all Inventions.

7. Term and Termination 7.1 This Consultant Agreement may be terminated by Consultant upon 14 days advance written notice.

7.2 If at any time after August 19, 2008, Consultant fails to perform the Services under this Consultant Agreement in a manner consistent with that which is reasonably expected of an executive of ABC in the opinion of its Chief Executive Officer, or Consultant is

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unable to reasonably dedicate the time to ABC as set forth in Section 1.2, ABC may give notice to the Consultant of such failure. Within five (5) days after receipt of such notice as defined in Section 9.7 hereof, Consultant must cure the specified failure to perform, or ABC may terminate this Consultant Agreement immediately upon written notice. The provisions of this Section 7.2 are the exclusive means for the Company to terminate this Consultant Agreement prior to the Completion Date.

7.3 If not sooner terminated under Sections 7.1 or 7.2, this Consultant Agreement shall terminate no later than May 19, 2009.

7.4 Consultant's obligations under Articles 5 and 6 shall survive termination of this Consultant Agreement.

8. Conflicting Obligations Consultant certifies that there are no outstanding agreements or obligations that are in conflict with the terms of this Consultant Agreement or that would preclude Consultant from complying with the provisions hereof. Consultant shall devote such time as is required under Section 1.2 hereof, however, at no time during the term of this Consultant Agreement shall Consultant perform or agree to perform services (whether as an employee, consultant, or otherwise) for any IT distribution company, without the prior written consent of ABC. Additionally, Consultant will not perform any services relating to competitive positioning or strategy for value added resellers which compete directly with the value added resellers owned by ABC, without the prior written consent of ABC.

9. General 9.1 Consultant acknowledges that the Services to be performed hereunder are personal to the Parties, hence no rights herein may be assigned or otherwise transferred without the express written consent of ABC. 9.2 This Consultant Agreement, together with the Separation Agreement concurrently executed by the Parties, constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior, contemporaneous or subsequent statements, representations, agreements or understandings, whether oral or written, between the Parties with respect hereto. The terms of this Consultant Agreement

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may only be modified by a written instrument signed by Consultant and an authorized officer of the Company. 9.3 If any term, clause or provision of this Agreement is construed to be or adjudged invalid, void or unenforceable, such term, clause or provision will be construed as severed from this Agreement, and the remaining terms, clauses and provisions will remain in full force and effect. 9.4 No waiver by either party of any breach of any provision of this Consultant Agreement shall constitute a waiver of any other breach of that or any other provision of this Consultant Agreement. 9.5 In the course of performing the Services, Consultant agrees to comply with all applicable laws and regulations. 9.6 This Agreement is entered into in the State of California and shall be construed and interpreted in accordance with the laws of the State of California, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of any other jurisdiction. The Parties agree that the exclusive venue for the resolution of any disputes under this Agreement shall reside solely in the state and federal courts sitting in the County of Santa Clara.

9.7 All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one day after being sent overnight by a well established commercial overnight service, or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the Parties may later designate in writing:

To the Company: ABC Inc.

…………….. California ……………….

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Attn: General Counsel To Executive: [ ] with a copy to: ……………………

GHI LLP

……………………, California ………………..

IN WITNESS WHEREOF, the Parties have caused this Consultant Agreement to be signed by their duly authorized representatives as of the Effective Date.

ABC INC.By: |s|…………….. By: |s|…………………Name: ……………….. Name: ……..Title: Senior Vice President, Human Resources

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THIS CONSULTING AGREEMENTis executed and made effective as of the 1 st day of July 2010,

betweenAB Group Inc. (hereinafter referred to as "AB"),

andV.W.X (hereinafter referred to as "Mr. X").

WHEREAS, Mr. X is engaged in providing consulting services in the areas of special projects and client relationships; and

WHEREAS, AB desires to have the services of Mr. X made available to it on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereto agree as follows:

1. Consulting Services . During the period of this Consulting Agreement, Mr. X agrees to perform services in a consulting capacity on a general basis and on the particular individual projects assigned and accepted in accordance with the provisions hereof. Mr. X agrees to provide such services on an as requested basis. AB agrees to furnish Mr. X the use of office facilities, staff support, and supplies during the periods that the services are being performed. Mr. X will also be provided a company Corporate American Express Card and International Calling Card for his use in performing his services for AB. He will also continue to be covered by AB' Business Travel Accident Policy, and International SOS and Control Risks programs.

2. Term . These services will be performed between July 1, 2010, and June 30, 2011. This Consulting Agreement may be extended for additional periods by mutual agreement executed in writing between the parties.

3. Service Requests . Any task upon which AB desires the services of Mr. X will be provided to Mr. X by the President and CEO of AB or his designee.

4. Specified Cost . AB shall pay Mr. X a quarterly retainer of Seventy-five Thousand Dollars ($75,000) per quarter through the term of this Consulting Agreement as set forth in paragraph 2. Mr. X shall be reimbursed at cost for reasonable travel and other usual and customary expenses incurred with the prior written approval of AB in connection with the performance of his services.

5 Right to Decline . Mr. X shall have the right to decline the acceptance of any task requested of him by AB in the event that such task may come into conflict with other activity of Mr. X or for any other good and sufficient reason. In such case, Mr. X shall

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give AB notice in writing that he declines to accept any task within five (5) working days of receipt of said request.

6. Progress Reports . Mr. X shall submit progress reports to AB at reasonable intervals as may be specifically requested by AB.

7. Invoices and Payment . Mr. X shall be paid his quarterly retainer in advance starting July 1, 2010, payable within thirty (30) days. Mr. X shall promptly submit invoices for costs and expenses as they are incurred in the performance of his services. Such invoices shall be due and payable within thirty (30) days after receipt by AB.

8. Confidential Information . It is recognized that in performing the services covered by this Consulting Agreement, and as result of Mr. X's former employment with AB, Mr. X may acquire from AB certain proprietary, sensitive and confidential information. Mr. X, therefore, agrees to hold in confidence any and all such information disclosed to it by AB, except (i) information which at the time of disclosure by AB to him is in the public domain; (ii) information which, after its disclosure by AB to him enters the public domain through no fault of his; (iii) information which he can show was in his possession at the time of AB's disclosure to him and which was not acquired, directly or indirectly, from AB; and (iv) information which was received by him before or after the time of disclosure hereunder from a third party who did not require him to hold such information in confidence and who, to the best of his knowledge and belief did not acquire it, directly or indirectly, from AB under an obligation to confidence. Notwithstanding anything in this Consulting Agreement to the contrary, Mr. X's obligations of confidentiality shall continue to be governed by the Employee Invention and Confidential Information Agreement previously executed by him, the terms of which are incorporated herein by reference and shall survive the completion or cancellation of this Consulting Agreement.

9. Proprietary Rights . All materials prepared or developed by Mr. X in the performance and completion of services hereunder shall be and become the sole and exclusive property of AB, without limitation, when made or prepared whether or not delivered to AB, or subject to his right of use thereof to perform the tasks under this Consulting Agreement, and such materials, together with any materials furnished by AB to him hereunder, shall be delivered to AB upon request, and in any event upon completion or cancellation of this Consulting Agreement.

10. Termination . By thirty (30) days' prior written notice to AB, Mr. X may terminate this Consulting Agreement at any time. AB may terminate this Consulting Agreement at any time for cause. For the purposes of this Consulting Agreement, "cause" shall be limited to the following actions of Mr. X:

a. Fraud, conviction of a felony, or any misdemeanor involving moral turpitude;

b. Material breach of any provision of this Consulting Agreement;

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c. Material breach of, or willful failure to abide by, the provisions of AB' Business Conduct Policy or the Employee Invention and Confidential Information Agreement; or

d. His resignation or removal from the Board of Directors of AB.

11. Assignment . Neither party may assign this Consulting Agreement or any part thereof without the prior consent in writing of the other party, except that it may be assigned without such consent to a successor of AB, or to a person, firm, or corporation acquiring all or substantially all of the business and assets of AB. No assignment of this Consulting Agreement shall relieve the assignor until this Consulting Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Assignment shall be binding upon and shall inure to the benefit of the assignee.

12. Subcontracts . Mr. X shall not be entitled to subcontract any portion of any services hereunder without the prior written consent of the AB.

13. Warranty . Mr. X warrants that he shall perform such services as shall be submitted and accepted hereunder in accordance with recognized professional standards but Mr. X shall in no event be held liable for any loss or damage, consequential or otherwise, however sustained by AB as a consequence of AB's application or utilization of the services or of the results of the services provided hereunder. The foregoing warranty shall constitute the sole liability of Mr. X with respect to the services provided hereunder and AB hereby releases Mr. X from and against any further liability in connection therewith.

14. Indemnity . Since Mr. X is continuing as a non-employee Director of AB during the term of this Agreement, AB agrees that the terms and conditions of Mr. X's Officers and Directors Indemnification Agreement dated February 11, 2003 shall apply to his services under this Agreement.

15. Independent Contractor . Nothing in this Consulting Agreement shall be deemed to constitute Mr. X to be an employee of AB. Mr. X shall be an independent contractor and shall have responsibility for and control over the details and means of performing his services hereunder and shall be subject to the directions of AB only with respect to the scope and general results required.

16. Integration . This Consulting Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and there are no understandings or representations not set forth or incorporated by reference herein. No subsequent modifications of this Consulting Agreement shall be of any force or effect unless in writing and signed by both parties hereto.

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IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the day and year first above written.AB GROUP INC.

V.W. X

By: |s|A B C |s|V W X A B C President and CEO Date: July 7, 2010 Date: July 6, 2010

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This Consulting Agreement ("Consulting Agreement")between Consultant ("Consultant")

and Southwest Water Company ("Company")is entered into effective as of December 24, 2004 ("Effective Date")

Company and Consultant are each a Party and collectively are the "Parties".

RECITALS:A. Company desires to sell all of the stock of Company Billing Solutions, Inc., formerly known as A B International, Inc. ("CBSI"), to a suitable buyer upon terms conditions, and a purchase price that it determines are in the best interest of Company. The sale of the stock of SWBSI is referred to in the Consulting Agreement as the "Transaction".

B. Company desires to engage Consultant to assist with the Transaction, including identifying a buyer, assisting in due diligence and with negotiations and maintaining operations of SWBSI pending the Transaction.

C. Consultant has previously served as President of CBSI and therefore has knowledge and experience in its operations that would be helpful to Company in the Transaction and in the interim period until a Transaction closes or the operations are relocated to Texas.

D. The Parties hope that a suitable buyer will be identified within 60 to 90 days of the Effective Date and that a Transaction would close in March or April, 2005. If it becomes apparent to Company that a Transaction will not be accomplished in the first or second quarter of calendar year 2005, it is Company's present intention to relocate the majority of CBSI operations from Colorado to Texas.

E. Company desires to retain the services of Consultant, and Consultant desires to provide services to Company upon the terms and conditions set forth in this Consulting Agreement. Therefore, in consideration of the promises and of the covenants and agreements, the Parties agree as follows:

1. Term of Consulting Agreement. The term of this Consulting Agreement begins on the Effective Date and will continue for a period of 10 months, unless terminated earlier pursuant to the terms of Section 6 of this Consulting Agreement ("Term").

2. Services. Consultant will provide the services to the best of his abilities to accomplish a closing of the Transaction, including the following (collectively, the "Services"): (a) assist in identifying buyer(s); (b) assist in the negotiation of terms favorable to Company; (c) coordinate due diligence to be produced to potential buyer(s); (c) oversee operations pending the Transaction to maintain value of CBSI pending Transaction; (d) relocate operations to Texas if Company determines in good faith by March 31, 2005, that a Transaction is not likely to be accomplished in the first or second quarter of Calendar year 2005; any other related tasks reasonably requested by Company.

3. Nature of Engagement and Relationship of the Parties.3.1. The Parties agree that the Consultant is an independent contractor and not an employee, agent, broker, dealer, joint venturer or partner of Company or CBSI. Nothing in this Consulting Agreement shall be interpreted or construed as creating or

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establishing the relationship of employer and employee between Company and Consultant or CBSI and Consultant. Consultant is not eligible for any benefit available to employees of Company or CBSI, including workers compensation insurance, state disability insurance, unemployment insurance, group health and life insurance, vacation pay, sick pay, severance pay, bonus plan, or any other plan, except that the stock options previously issued to Consultant and existing under the Company Second Amended and Restated Stock Option Plan ("Plan") will continue to vest through April 1, 2005, pursuant to Section 1.19 of the Plan. Consultant and Company intend that Consultant is not an employee for state or federal tax purposes.

3.2. Consultant will carry the title of "President" of CBSI. Notwithstanding any rights that may generally be associated with the title, the Parties agree that Consultant does not have the authority to enter into or execute any agreement on behalf of Company or CBSI, to incur any liability or indebtedness of any kind or nature in the name of or on behalf of Company or CBSI, or to otherwise bind Company or CBSI in any manner except with prior written approval (including e-mail). Consultant represents and warrants that he will not hold himself out as having any such authority. Consultant is not authorized to make management decisions for Company or CBSI but may make recommendations on operations to Company. In performing the Services, Consultant will report to the President of Company and will obtain any required approvals from Company's Chief Executive Officer, President or Vice President of Finance.

3.3. Consultant represents and warrants that he has the special skill and professional competence, expertise and experience to undertake the obligations imposed by this Consulting Agreement. Consultant agrees that he will perform in a diligent, efficient, competent, and skillful manner commensurate with the highest standards of his profession, and that he will devote such time as is necessary to perform the Services undertaken pursuant to this Consulting Agreement. Consultant agrees to comply with the federal, state, and local laws and regulations relating to Consultant's performance under this Consulting Agreement.

3.4. The right to accept any potential buyer, terms or Transaction that Consultant may identify or recommend is vested solely in Company. Consultant is not and shall not be deemed as a third party beneficiary of any Transaction or stock purchase agreement.

4. Compensation for Services.

4.1. Company will pay Consultant a monthly fee for Services rendered during the Term at a rate of $27,500 per month ("Monthly Fee").

4.2. In addition to the Monthly Fee, in the event a Transaction closes during the Term and Consultant has provided or in good faith otherwise made his Services available through the date of closing of the Transaction ("Commission Eligible Transaction"), Consultant will receive a commission in the gross amount of $250,000 ("Commission"). No Commission is due to Consultant unless and until the purchase price due upon closing of the Commission Eligible Transaction is paid by buyer. The Commission will be paid within 10 business days following the later of the closing of the Transaction and the receipt of payment of the purchase price from the buyer.

4.3. In addition to the Monthly Fee and the Commission, if the purchase price of a Commission Eligible Transaction exceeds $15 million, Company will pay Consultant a commission of 10% on the amount of the purchase price that exceeds $15 million ("Success Commission"). For this purpose, "Purchase Price" means with respect to

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any Commission Eligible Transaction, the aggregate proceeds to Company in the form of cash at the closing of the Transaction, plus, without duplication, the amount of payments in respect of deferred payment obligations in the form of cash (other than the portion of any such deferred payment constituting interest). For the purposes of this Agreement, cash includes the cash proceeds received by Company from the sale or other disposition by Company of any securities received upon the closing of a Commission Eligible Transaction. In calculating a Success Commission, the purchase price will be reduced by the aggregate amounts subject to adjustment, refund or otherwise, until the amount of any adjustment, if any, is known and resolved by Company. A Success Commission will only be paid on monies actually received by Company.

4.4. The Monthly Fee is intended to compensate Consultant for costs and expenses and Company will not pay any additional amounts to Consultant for costs or expenses incurred related to the Consulting Agreement.

4.5. Company will make payment of the Monthly Fee to Consultant within thirty (30) days after receipt of an invoice and a statement of Services rendered during that month.

4.6. The Consultant is responsible for paying all required state and federal taxes and will maintain his own records of earnings and will make payments and reports to the proper governmental agencies as required by law. Company will Issue a 1099 to the Consultant.

5. Covenant of Confidentiality and Related Matters.

5.1. Except as necessary to perform his Services and solely for the benefit of Company or CBSI ("Permitted Purpose"), Consultant agrees that during and after the Term, he will not to disclose, directly or indirectly, to anyone, or to use or let others use, for any purpose whatsoever, any Confidential Information acquired from Company or CBSI. Permitted Purpose includes Consultant's reasonable responses to due diligence inquiries from prospective buyers who have entered into Non-Disclosure Agreements ("NDA"), in compliance with the NDAs. Consultant may disclose Confidential Information only to such of Company's or CBSI's prospective buyers who have signed an NDA, consultants, agents, representatives and advisors that have a need to know for the Permitted Purpose. Consultant agrees to advise such persons of their obligations to maintain the not to use or disclose the Confidential Information except for a Permitted Purpose and to take reasonable steps to ensure their compliance. Consultant will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to Company or CBSI.

5.2. Subject to Section 5.1, the term "Confidential Information" means and includes

(a) confidential or secret records, data, processes, methods, procedures, techniques, plans, machinery, devices, appliances, tools, improvements, computer programs, discoveries, Inventions, shop rights, products, or trade secrets relating to the current or foreseeable business or activities of the Company and CBSI;

(b) any mailing lists, customer lists, supplier lists, or other information relating to the customers or suppliers of the Company and CBSI, except such lists or other information as are generally known to the public or in the industry; or

(c) pricing policy, bid amount, bid strategy, rate structure, personnel policy, method or practice of obtaining or doing business by the Company and CBSI or any Affiliate of

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either, or any other confidential or secret aspects of the current or foreseeable business or activities of the Company and CBSI. Notwithstanding the above, Company and Consultant agree that Consultant: (a) may be a candidate for employment with a prospective buyer, (b) will disclose his status as a consultant rather than an employee of Company or CBSI; and (c) may disclose his availability to be considered for employment if and when a Transaction would close.

6. Termination of Consulting Engagement. Notwithstanding anything contained in this Consulting Agreement to the contrary, this Consulting Agreement shall terminate upon the occurrence of the earliest of the following events;

6.1. The Term will expire and the Consulting Agreement will terminate immediately upon the closing of a Transaction. Following the termination, Consultant's obligation to provide Services will end; however, in addition to any other payments due to Consultant, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a l0-month Term.

6.2. The Term will expire and the Consulting Agreement will terminate immediately following the relocation of operations to Texas (in the event that operations were relocated because no Transaction closed before the relocation). Following the relocation, Consultant's obligation to provide Services will end; however, in addition to any other payments due to Consultant, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a 10-month Term.

6.3. The Term will expire and the Consulting Agreement will terminate on June 30, 2005 if there is no Transaction pending on that date and the relocation has been completed or the failure to relocate was not caused by Consultant. For termination under this subsection, Consultant's obligation to provide services will end on June 30, 2005; however, in addition to any other payments due, Company will accelerate and promptly pay to Consultant the remaining Monthly Fees that would have been paid after the termination had the Consulting Agreement continued through a 10-month Term.

6.4. This Consulting Agreement will terminate immediately upon the bankruptcy, receivership or dissolution of either Party or the cessation of business by Company.

6.5. The Term will expire and the Consulting Agreement will terminate upon Company terminating Consultant's engagement for "Cause." For this purpose, "Cause" will be determined by Company in good faith and means: (a) Consultant's commission or conviction of an act involving dishonesty, fraud, embezzlement, moral turpitude, securities laws violations, or theft or a felony of any type;

(b) a material violation of any policy of the Company or CBSI relating to ethical business conduct, fiduciary duties, conflicts of interest improper use or disclosure of Confidential Information or trade secrets of Company or CBSI; and

(c) any substantial failure or refusal to perform, or breach of this Consulting Agreement. Company will provide Consultant with written notice of the basis of any

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termination for cause and will provide Consultant a reasonable opportunity to cure any defects if the termination is based on Section 6.5(c).

6.6. This Consulting Agreement will terminate upon the expiration of the Term.

6.7. This Consulting Agreement will terminate immediately and no payments under this Consulting Agreement will be owed and payable to Consultant (including Monthly Fees, Commission or Success Commission) if he revokes the Separation Agreement and General Release ("Release"), dated as of December 23, 2004, prior to the prior to the expiration of the Revocation Period (as that term is defined in the Release).

6.8. Consultant will not be entitled to a Commission or Success Commission for any Transaction that is closed after the Term or the termination of the Consulting Agreement pursuant to this Section. Company agrees that it will not delay a closing for the purpose of avoiding the payment of a Commission or Success Commission.

6.9. The Parties understand that each of the covenants contained in Section 5 shall survive the expiration or termination of this Consulting Agreement.

7. General Provisions.

7.1. No Conflict. The Consultant warrants that he is not under any obligation that is inconsistent or in conflict with this Consulting Agreement or that would prevent, limit or impair the performance of his obligations under this Consulting Agreement.

7.2. Further Acts. Each Party agrees to perform any further acts and execute and delivery any further documents that may be reasonably necessary to carry out the provisions and intent of this Consulting Agreement.

7.3. Indemnification. Company agrees to defend, indemnify and hold harmless Consultant from and against any and all claims, losses, liabilities or expenses (including attorney's fees) which may arise, in whole or in part, out of a material breach by Company of its obligations under this Agreement. Consultant agrees to defend, indemnify and hold harmless Company from and against any and all claims, losses, liabilities or expenses (including attorney's fees) which may arise, in whole or in part, out of a material breach by Consultant of his obligations under this Agreement. In addition, Company shall indemnify, defend and hold Consultant harmless from any and all liability, loss, damage, cost or expense (including reasonable attorneys' fees) incurred by Consultant in defending or responding to any claim arising out of or related to the Transaction except to the extent that such claim arises out of the willful misconduct or gross negligence of Consultant. Likewise, Consultant shall indemnify, defend and hold Company harmless from any and all liability, loss, damage, cost or expense (including reasonable attorneys' fees) incurred by Company in defending or responding to any claim arising out of or related to the Transaction if the claims arise out of or are related to the Consultant's willful misconduct or gross negligence.

7.4. Notices. Any notice or other communication provided for in this Consulting Agreement shall be in writing and addressed to Company and Consultant at the address listed in this Section, or at such other address as either party may from time to time designate in writing. Any notice or communication that is addressed as provided in this Section shall be deemed given (a) upon delivery, if delivered personally or via certified mail, postage prepaid, return receipt requested; or (b) on the first business day of the receiving party after the transmission if by facsimile or

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after the timely delivery to the courier, if delivered by overnight courier. Other methods of delivery will be acceptable upon proof of receipt by the receiving Party.

To Company: Company

Address

Attention: President, Company or

CEO, Company

Facsimile No.: …………………….

To Consultant:

Consultant NameAddress

Facsimile No.

7.5. Amendments and Waivers. No amendment or modification of this Consulting Agreement will be effective unless it is in writing and signed by the Parties. No waiver will be binding unless it is in writing and signed by the Party making the waiver. No waiver of any of the provisions of this Consulting Agreement will be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

7.6. Confidentiality. Consultant agrees to keep the circumstances and terms of this Consulting Agreement in strict confidence, unless and only to the extent that he has been authorized in writing by the Company to make such disclosure or unless compelled by law or Court Order. It will not be a violation of this Consulting Agreement for Consultant to disclose this Consulting Agreement or its terms to his lawyers, spouse, accountants, or income tax preparers. To the extent Consultant does disclose any of the terms of this Consulting Agreement in accordance with this paragraph, he agrees to require, and warrants that any person receiving this information will maintain its confidentiality. This Consulting Agreement may be used as evidence to any subsequent proceeding alleging a breach of this Consulting Agreement.

7.7. Assignment. This Consulting Agreement is personal to Consultant and is not assignable, in whole or in part, by Consultant for any reason. This Consulting Agreement will bind Consultant and Company, and their successors, assigns, beneficiaries, survivors, executors, administrators and transferees.

7.8. Section and Other Headings. Section and other headings have been inserted for reference and convenience only and are not a part of this Consulting Agreement.

7.9. Severability. If any portion of this Consulting Agreement is void or deemed unenforceable for any reason, the unenforceable portion will be deemed severed from the remaining portions of this Consulting Agreement, which will otherwise remain in full force.

7.10. Multiple Counterparts. This Consulting Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which

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together will constitute one and the same instrument. Faxed or electronically delivered executed copies will be effective and binding.

7.11. Representation by Counsel: Interpretation. Company and Consultant each acknowledge the opportunity to be represented by counsel in connection with this Consulting Agreement and the matters contemplated by this Consulting Agreement. Accordingly, any rule of law or decision that would require interpretation of any claimed ambiguities in this Consulting Agreement against the party that drafted it has no application and is expressly waived. The term "including" and its variations are always used in the non-restrictive sense (as if followed by a phrase such as "but not limited to"). When a singular is used, the same shall include the plural, and the masculine, feminine and neuter genders shall each include the others when required by the context. The provisions of this Consulting Agreement shall be interpreted in a reasonable manner to affect the intent of the Parties.

7.12. Governing Law, Jurisdiction and Venue. This Consulting Agreement will be governed and construed in accordance with the laws of the State of California, without applying California conflict of law rules. Each Party consents to submit to personal jurisdiction and to venue for any legal proceeding in Los Angeles, California.

7.13. Mediation. Before either party may initiate any suit, arbitration or other proceeding the parties pledge to attempt first to resolve the controversy or claim arising out of or relating to this Consulting Agreement ("Dispute") by mediation before a mutually acceptable mediator within 30 days after either party first gives notice of mediation. Mediation shall be conducted in Los Angeles, California and shall be conducted and completed within 60 days following the date either party first gives notice of mediation. The fees and expenses of the mediator shall be shared equally by the parties. The mediator shall be disqualified as a witness, expert or counsel for any party with respect to the Dispute and any related matter. Mediation is a compromise negotiation and shall constitute privileged communications. The entire mediation process shall be confidential and the conduct, statements, promises, offers, views and opinions of the mediator and the parties shall not be discoverable or admissible in any legal proceeding for any purpose; provided, however, that evidence which is otherwise discoverable or admissible shall not be excluded from discovery or admission as a result of its use in the mediation.

7.14. Attorneys' Fees. In any action at law (including arbitration proceedings), or in equity to enforce or construe any provisions or rights under this Consulting Agreement, or to enforce and arbitration award, the unsuccessful Party, as determined by a court or arbitrator, will pay the successful Party all costs, expenses, and reasonable attorney's fees incurred.

7.15. Waiver of Jury Trial. Each Party acknowledges that by executing this Consulting Agreement, the Party waives any rights he or it may have to a trial by jury.

7.16. Entire Agreement. This Consulting Agreement supersedes any agreements, either oral or written, between the Parties with respect to Consultant rendering Services for Company or CBSI, including Letter Agreement between Consultant and Company dated December 15, 2004. The Parties acknowledge that this Consulting Agreement constitutes the entire agreement of the Parties and that in executing this Consulting Agreement, they are not relying upon any representation or statement not set forth in this Consulting Agreement with regard to the subject matter, basis, or effect of this Consulting Agreement.

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Consultant and Company, by their signatures below voluntarily enter into this Consulting Agreement on the terms set forth above with the intent to be legally bound.

"CONSULTANT"|s| Consultant Name DATE: December 22, 2004 COMPANY |s| Company CEO DATE: December 23, 2004By: Name CEO Its: President & COO

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C#13CONSULTING AGREEMENT

This consulting agreement is entered into as of the 1st day of April, 2004("Consulting Agreement"),

by and among Company Holdings, Inc., a corporation formed and existing under the laws of the

State of Delawareand/or

its subsidiaries, successors, and assigns (hereinafter the "Company") and Consultant, Inc., ("Consultant").

For purposes of this Consulting Agreement, the Company and Consultantshall be herein collectively referred to as "Parties" and each individually as a "Party."

WHEREAS, The Company wishes to retain the Consultant as an independent contractor, and Consultant wishes to be retained in such capacity and perform certain services for the Consultant to promote the interests of the business of the Consultant and the Company. NOW THEREFORE, intending to be bound, the Parties hereto agree as follows: 1. Services Provided. Consultant, for the Term of this Consulting Agreement, shall expend reasonable best efforts to assist the Company in strategic developments, asset management, customer development, operations and all aspects of the Company as directed by the Board of Directors (the "Services"). Consultant agrees to devote reasonable time and efforts to rendering the Services. Consultant recognizes that determination of whether to accept Consultant's efforts in effecting the Services or the results thereof made pursuant shall be in the sole discretion of the Company, taking into account factors including, without limitation, applicable law and costs of compliance, as well as prevailing or anticipated business and market conditions. 2. Compensation. In consideration for the Services, Consultant shall receive annual cash compensation equal to $84,000 payable in equal bi-monthly payments beginning from the date of this Agreement. Consultant shall maintain accurate written records of contacts made pursuant to this Consulting Agreement, and agrees to give the Company copies of such records upon request. This duty to maintain said records referenced in the sentence immediately preceding and to provide such records upon request to the Company shall survive the termination of this Consulting Agreement. 3. Indemnification. Except as provided below, the Parties shall indemnify each other, their parents, affiliates, and subsidiaries, and each of their directors, officers, employees, agents, representatives, investors, and Members (collectively, the "Indemnified Parties"), and hold them harmless from and against any and all claims, actions, damages, consequential damages, liabilities and expenses (collectively, "Losses") occasioned by any act or omission of the other Party, its parents, affiliates, and subsidiaries, and each of its directors, officers, employees, agents, representatives investors, partners, or Members, relating to the performance of its obligations hereunder, provided such obligations arise after the execution of this Consulting Agreement. If the Indemnified Parties shall, without fault on their part, be made party to any litigation concerning the

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Indemnified Party or the Indemnified Party's performance hereof, or commenced by or against the Indemnified Party, then the other Party shall protect and hold the Indemnified Party harmless, and shall pay all costs, Losses, expenses, and reasonable attorney's fees incurred or paid by the Indemnified Party in connection with said litigation. 4. Warranties. Consultant hereby represents and warrants as follows: (a) Consultant Bears Economic Risk. Consultant and its management have substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Company Holdings so that it is capable of evaluating the merits and risks of its investment in and has the capacity to protect its own interests. Consultant must bear the economic risk of this investment indefinitely unless the Stock, are registered pursuant to the Securities Act, or an exemption from registration is available. Consultant understands that Company Holdings has no present intention of registering the Stock or any other securities. Consultant also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Consultant to transfer all or any portion of the Stock under the circumstances, in the amounts, at the prices or at the times Consultant might propose. (b) Acquisition for Own Account. Consultant is acquiring the Stock for Consultant's own account for investment only, and not with a view towards any distribution, and would not have been an "underwriter" (as that term is defined in Section 2(a)(11) of the Securities Act) with respect to the original purchase of the Stock if it had been a purchaser of such shares. (c) Consultant Can Protect Its Interest. Consultant represents that by reason of its management's, business or financial experience, Consultant has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement. Furthermore, Consultant is aware of no publication or of any advertisement in connection with the transactions contemplated in the Agreement. (d) Accredited Investor. Consultant represents that it is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. (e) Company Information. Consultant has received and read the financial statements and the Balance Sheet of the Company and has had an opportunity to discuss the Company's business, management and financial affairs with the Company and its directors, officers and management and has had the opportunity to review the operations and facilities of the Company. (f) Rule 144. Consultant acknowledges and agrees that the Stock, the Warrants, and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Consultant has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act as in effect from time to time, which permits limited resale of securities of the Company purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. 5. In addition to the indemnification provisions above, the Indemnified

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Parties shall reimburse one another for any legal or other expenses reasonably incurred by them in connection with investigating, preparing, or preparing to defend or defending losses, lawsuits, claims, or other proceedings arising in any manner out of or in connection with the rendering of services to the Company hereunder, except for any losses or expenses arising out of a failure on the part of Consultant to procure or maintain any necessary licenses or qualifications necessary to perform services under this Consulting Agreement 6. The Indemnified Parties agree that the indemnification and reimbursement commitments set forth in Sections 3, 5, and 6 in this Consulting Agreement shall apply whether or not any Indemnified Party is a formal party to any such lawsuit, claim, or other proceeding, and that each of the Indemnified Parties is entitled to retain separate legal counsel of its choice in connection with any of the matters to which such commitments relate and that such commitments shall extend beyond the Term of this Consulting Agreement. 7. The Consultant agrees that it will be liable for any costs, fees and expenses incurred under circumstances as outlined in Sections 3, 5, and 6 above, including without limitation those arising from the indemnity provisions hereof, even if the transactions contemplated hereby are not closed and irrespective of any reasons. 8. The Consultant acknowledges and agrees that neitherthe Company nor any of its employees, agents, representatives, officers, directors, parents, subsidiaries, affiliates or associates shall be required to devote full time and business efforts to assisting Consultant in his duties as specified in this Consulting Agreement, but instead shall devote only such time and efforts as the Company and its parents, subsidiaries, and affiliates may reasonably deem necessary. The Consultant further acknowledges and agrees that the Company and its parents and affiliates are engaged in the business of investing in, acquiring and managing businesses for own accounts, and for the accounts of unaffiliated parties, and understands that the Company intends to continue to be engaged in such activities (and other business or investment activities) throughout the Term of this Consulting Agreement. No aspect or element of such activities and the activities of any parents or subsidiaries of the Company shall be deemed to be engaged in for the benefit of the Consultant or constitute a conflict of interest. Furthermore, notwithstanding anything herein to the contrary, the Company and its Members, investors, parents, subsidiaries, and affiliates shall be required to bring only such investments and business opportunities to the attention of the Consultant asthe Company, and its shareholders, investors, parents, subsidiaries, and affiliates, in their sole discretion, deem appropriate. 9. The Company (including for purposes of this Section 9. any investor, shareholder, parent, subsidiary, or affiliate of the Company, as well as any person or entity acting for or on behalf ofthe Company) shall not be liable for any mistakes of fact, errors of judgment, for business or other losses sustained by the Consultant or for any acts or omissions of any kind (including acts or omissions of the Company) unless caused by intentional misconduct, recklessness or gross negligence by the Company. 10. All information, knowledge and data relating to or concerned with the operations, business and affairs of the Company (including for purposes of this Section 10. any investor, Member, parent, subsidiary, or affiliate of the Company) or the Consultant which are exchanged by the Parties hereto in connection with the performance by the Company or Consultant of any duties hereunder shall be the property of the Company or the Consultant, whichever is the disclosing Party, and be treated as confidential information and shall be

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held in a fiduciary capacity by the Parties hereunder. 11. All notices, demands, consents, approvals and requests given by either Party to the other hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses: If to the Company Holdings, Inc. Company: Address If to the Consultant: Address Any Party may at any time change its respective address by sending written notice to the other Party of the change in the manner hereinabove prescribed. 12. The Consultant shall execute and issue all other documents as are necessary or convenient to effect the purposes of the transactions herein contemplated. Without limitation, it is contemplated by the parties hereto that such documents may include securities offering documents; and in such event the Consultant represents and warrants that all such documents shall be prepared in compliance with all applicable securities laws. 13. It is understood and agreed by the parties that both Parties to this Consulting Agreement are each independent contractors with respect to each other, and not employees, agents, joint venture partners, or partners of the other for any purposes whatsoever. The Company shall have no right to, and shall not control the manner or prescribe the specific method by which the services are performed by the Consultant. 14. This Consulting Agreement has been duly executed and delivered by the Consultant and constitutes valid and binding obligations of the Parties, enforceable against them according to the terms contained herein. The execution, delivery and performance of the transactions contemplated by this Consulting Agreement, and compliance with its provisions, will not violate any provision of law, or constitute a default under, or require a consent or waiver under, the Company's Articles of Incorporation or Bylaws (each as amended to date), or any indenture, lease, agreement or other instrument to which the Company or Consultant is a party, or which the Consultant, the Company, or any of either Party's property is bound, or any decree, judgment, order, statute, rule, or regulation applicable to the Company. 15. Except as the term "affiliate" is used in Section 2 (c) above, the terms "parent", "subsidiary" and "affiliate", as used throughout this Consulting Agreement, shall include all types of business organization, including without limitation domestic and foreign limited liability companies, corporations, investment trusts, and limited partnerships, and shall include those business organizations which are or become affiliated with the Company at any time during the Term of this Consulting Agreement. Furthermore with regard to the terms "investor", "parent", "subsidiary" and "affiliate", the meaning of such terms when used in the singular shall, where necessary to effect the broadest possible reading of this Consulting Agreement, include the meaning of such term as if used in the plural and vice versa. Throughout this Consulting Agreement, with

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regard to conjunctions such as "and" and "or", the conjunctive term shall be read to include the disjunctive term, and vice versa, as necessary to effect the broadest reading of this Consulting Agreement. 16. This Consulting Agreement, and all rights and obligations hereunder, shall be binding upon and inure to the benefit of each Party's heirs, executors, representatives, successors and assigns. 17. The Parties agree that the laws of the State of Delaware, excepting conflicts of laws provisions, shall govern any dispute in keeping with conflict of laws or rules in any dispute; and the jurisdiction and venue shall be solely in the Federal or State Courts of Palm Beach County, Florida. 18. Except as denoted herein, this Consulting Agreement is not intended for the benefit of and should not be relied upon by any third parties and the Company shall have no liability to any such party arising out of the terms of performance of this Consulting Agreement. 19. This Consulting Agreement constitutes the entire agreement of the parties with respect to the matters herein referred and supersedes all prior agreements and understandings, written and oral, between the parties with respect to the subject matter. 20. Neither this Consulting Agreement nor any term hereof may be changed, modified, amended, waived or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver or termination is sought. 21. Any determination by any court of competent jurisdiction that any provision of this Consulting Agreement is invalid shall not affect the validity of any other provision of this Consulting Agreement, which shall remain in full force and effect and shall be construed as to be valid under applicable law. 22. Each party agrees to execute this Consulting Agreement and do all things necessary to effectuate the purposes of this Consulting Agreement without delay or limitation. The parties hereto agree that Consulting Agreement may be executed by facsimile transmission. 23. Except as provided in this Consulting Agreement, this Consulting Agreement shall continue in effect until the first anniversary of the Closing Date, defined with reference to that certain Investment Agreement entered into by and between Consultant and the Company ("Term"). Any payments, expenses, or additional fees due to any Party must be paid within thirty (30) days of the date of termination. The indemnification provisions as contained in Sections 3, 4, 5, 6, and 7 shall continue in full force and effect after the termination of this Consulting Agreement until such time as neither Party may accrue any legal liability for any act or omission pursuant to this Consulting Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

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Company Holdings, Inc., a Delaware corporation By: /s/ Name DATE: April 1, 2004 ------------------------------------------ Name, its President Consultant, Inc.., a Florida corporation By: /s/ Name DATE: April 5, 2004 ------------------------------------------ Name, its President

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C#14

CONSULTING AGREEMENT

This Consulting Agreement ("Consulting Agreement")is entered into this 23rd day of September, 2004 (the "Effective Date"),

by and betweenConsultant, an individual ("Consultant"),

andCompany Software Corporation, a Delaware corporation ("Company").

WHEREAS , Consultant has been employed as an Executive Vice President and the Chief Financial Officer and Corporate Secretary of Company;

WHEREAS , Consultant and Company have mutually agreed to terminate Consultant's employment relationship with Company pursuant to an Employment Separation and General Release Agreement dated on or about the date hereof (the "Separation Agreement"); and

WHEREAS , Consultant is willing to provide advice to and consult with Company, on an exclusive basis, as Company may reasonably request from time to time on matters with which Consultant was familiar and/or about which Consultant acquired knowledge, expertise and/or experience during the time that Consultant was employed by Company.

NOW, THEREFORE , Consultant and Company agree as follows:

I. Engagement . Company hereby engages Consultant and Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth, for the period commencing [ September 23, ] , 2004 and ending on [ September 22, 2007 ] unless earlier terminated by mutual agreement of the parties or as provided in Section IV herein (such period is referred to as the "Consulting Term"). Notwithstanding anything else contained herein to the contrary, this Consulting Agreement shall be null and void if Consultant revokes the Separation Agreement during the seven (7) day period following the execution of that agreement.

II. Service .

A. Consultant shall perform consulting services during the Consulting Term which shall include providing advice to and consultation with Company and such of its affiliates as Company may reasonably request from time to time on matters with which Consultant was familiar and/or about which Consultant acquired knowledge, expertise and/or experience during the time that Consultant was employed by Company.

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B. Consultant shall report exclusively to the Chief Executive Officer of Company or his designee (the "CEO") and, except as expressly authorized by the CEO from time to time, shall not have contact with any other employee of Company or its affiliates. Consultant shall provide in writing to and as requested by the CEO a detailed summary of all business contacts involved in any consulting activity performed hereunder and report on services performed.

C. The consulting services that Consultant may be required to perform during the Consulting Term may include, without limiting other consulting services that the CEO may request from time to time, advice, research, planning and similar services as to business strategy, marketing, litigation, finance, and administration.

D. Consultant agrees to devote sufficient time and energy to the business of Company and its affiliates to accomplish the projects assigned by Company.

E. Consultant agrees to honestly and faithfully present and conduct himself at all times during the performance of services for Company. Consultant agrees to perform the responsibilities in a diligent, timely, and competent manner. Consultant agrees to truthfully and faithfully account for and deliver to Company all property (including, without limitation, monies, materials, securities, etc.) belonging to Company or any of its affiliates which Consultant may receive from or on account of Company or any of its affiliates, and that upon Consultant's termination or Company's demand Consultant will immediately deliver to Company all such property belonging to Company or any of its affiliates.

III. Compensation .

A. Monthly Consulting Fee . As consideration for Consultant's services each month during the Consulting Term, Company shall pay Consultant a consulting fee (the "Monthly Consulting Fee"). The Monthly Consulting Fee for any given month during the Consulting Term shall be paid no later than the fifteenth (15 th ) business day of the month following the month in question. As to any month during the first eighteen (18) months during the Consulting Term, the Monthly Consulting Fee shall be $25,511.00 for such month. As to any month during the Consulting Term after the eighteenth (18 th ) month of the Consulting Term, the Monthly Consulting Fee shall be $28,511.00 for such month. The Monthly Consulting Fee shall be proportionately adjusted as to any partial calendar month that occurs during the Consulting Term. (For purposes of clarity, assuming that the entire intended thirty-six month Consulting Term is completed, the aggregate of the Monthly Consulting Fee payments to Consultant pursuant to the foregoing shall equal $972,396.00 ((18 x $25,511.00) + (18 x $28,511.00).)

B. Benefits . Consultant shall not be entitled to participate in any vacation, medical, retirement, or other fringe benefit of Company and shall not make claim of entitlement to

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any such employee program or benefit. For purposes of clarity, the preceding sentence does not limit or supersede any express rights that Consultant may have under and pursuant to Section III of the Separation Agreement.

IV. Termination .

A. Termination . Company may terminate Consultant's engagement at any time, with or without cause, upon fourteen (14) days' written notice.

B. Obligations of Company Upon Termination .

1. Termination for Cause. If Consultant's engagement is terminated by Company for Cause, this Consulting Agreement, save and except Sections VI, VII, VIII, IX, X, XI and XII, shall terminate without further obligations to Consultant under this Consulting Agreement, other than for payment of Consultant's Monthly Consulting Fee through the date of termination to the extent not theretofore paid (with the Monthly Consulting Fee for the month of such termination pro-rated for the number of days in the month completed prior to such termination).

For purposes of this Consulting Agreement and except as provided in the next sentence, "Cause" shall mean any time the Company Board of Directors determines, based on its reasonable belief at the time based on the information then known to it, that any of the following events or contingencies exists or has occurred: (i) Consultant has been negligent in the discharge of Consultant's responsibilities and obligations hereunder; (ii) Consultant has refused to perform Consultant's responsibilities and obligations hereunder; (iii) Consultant has failed to perform his responsibilities and obligations hereunder in a reasonably satisfactory manner; (iv) Consultant has been dishonest or committed or engaged in an act of moral turpitude, theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; or (v) Consultant has breached any of the provisions of any agreement with Company or any of its affiliates (including, without limitation, a breach by Consultant of any provision of this Consulting Agreement or the Separation Agreement).

For purposes of this Consulting Agreement upon and after the occurrence of a Change in Control Event (as such term is defined in the Company.Software Corporation 2001 Stock Option Plan, as amended) of Company that occurs after the Effective Date, "Cause" shall mean any time the Company Board of Directors determines, based on its reasonable belief at the time based on the information then known to it, that any of the following events or contingencies exists or has occurred: (i) Consultant has willfully refused to perform Consultant's responsibilities and obligations hereunder;

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(ii) Consultant has willfully been dishonest or committed or engaged in an act of moral turpitude, theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information that, in any event either alone or together, has (or have) a material adverse effect on Company; or (iii) Consultant has willfully breached any of the provisions of any agreement with Company or any of its affiliates (including, without limitation, a breach by Consultant of any provision of this Consulting Agreement or the Separation Agreement) that (alone or together with any other such breaches) has a material adverse effect on Company. Notwithstanding anything in the preceding two sentences to the contrary, if Consultant's conduct or actions (or lack thereof) would otherwise constitute Cause and a cure by Consultant is reasonable in the circumstances, Cause shall not exist for purposes of this Consulting Agreement unless Company gives notice to Consultant of the conduct or actions (or lack thereof) at issue and, after a reasonable period of time not to exceed thirty (30) days after the date of such notice, Consultant has failed to remedy the situation to the reasonable satisfaction of Company; provided that in the case of any reoccurring conduct or actions (or lack thereof), Company shall be required to provide only one notice to Consultant of the reoccurring conduct or actions (or lack thereof) at issue during any six-month period of time.

2. Termination without Cause.

If Consultant's engagement is terminated by Company without Cause (and other than due to Consultant's death), this Consulting Agreement, save and except paragraphs VI, VII, VIII, IX, X, XI and XII , shall terminate without further obligations to Consultant under this Consulting Agreement, other than for continued payment of Consultant's Monthly Consulting

Fee through the Consulting Term. Such payments, if any, shall be payable at the time they would have become due if Consultant's engagement had continued under this Consulting Agreement for the balance of the Consulting Term.

C. Exclusive Remedy . Consultant agrees that the payments contemplated by this Consulting Agreement shall constitute the exclusive and sole remedy for any termination of his engagement and Consultant covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of the engagement.

V. Relationship . Consultant shall operate at all times as an independent contractor of Company. This Consulting Agreement does not authorize Consultant to act as an agent of Company or any of its affiliates or to make commitments on behalf of Company or any of its affiliates. Consultant and Company intend that an independent contractor relationship be created by this Consulting Agreement, and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture, or other business group or concerted action. Consultant at no time shall hold himself out as an agent of Company or

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any of its affiliates for any purpose, including reporting to any governmental authority or agency, and shall have no authority to bind Company or any of its affiliates to any obligation whatsoever.

A. Right to Control . Consultant shall have the right to control and determine the method and means of performing the above services; Company shall not have the right to control or determine such method or means, being interested only in the results obtained, and having the general right of inspection and supervision in order to secure the satisfactory completion of such services.

B. Taxes . Consultant and Company agree that Consultant is not an employee for state or federal tax purposes. Consultant shall be solely responsible for any taxes due as a result of the payment of the Monthly Consulting Fee, and Consultant will defend and indemnify Company and each of its affiliates from and against any tax liability that any of them may have with respect to any such payment and against any and all losses or liabilities, including defense costs, arising out of Consultant's failure to pay any taxes due with respect to any such payment. If Company reasonably determines that applicable law requires that taxes should be withheld from any payment of the Monthly Consulting Fee, Company reserves the right to withhold, as legally required, and to notify Consultant accordingly.

C. Workers' Compensation and Unemployment Insurance . Consultant is not entitled to worker's compensation benefits or unemployment compensation benefits provided by Company. Consultant shall be solely responsible for the payment of his worker's compensation, unemployment compensation, and other such payments. Company will not pay for worker's compensation for Consultant. Company will not contribute to a state unemployment fund for Consultant. Company will not pay the federal unemployment tax for Consultant.

D. Employment Policies Not Applicable . Consultant and Company agree that Consultant shall not be subject to the provisions of any personnel policy or rules and regulations applicable to employees, and Consultant shall fulfill his duties independent of and without supervisory control by Company.

VI. Noncompetition .

A. Consultant agrees that, during the Consulting Term and any period thereafter when he continues to receive payment under this Consulting Agreement, he will not, directly or indirectly, without the prior written consent of the CEO, provide consultative service with or without pay, own, manage, operate, join, control, participate in, or be connected as a stockholder, general partner, employee or otherwise with, any business, individual, partner, firm, corporation, or other entity which is currently or at that particular point in time in competition with (or has plans to engage in business which would be in competition with) the business of Company or any of its affiliates. Nothing in this section is intended to prevent Consultant from owning up to one percent (1%) of the publicly traded stock of any company.

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B. It is expressly agreed that Company and its affiliates will or would suffer irreparable injury if Consultant were to compete with the business of any of such entities in violation of this Consulting Agreement and that any such entity would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction. Consultant consents and stipulates to the entry of such injunctive relief in such a court prohibiting him from competing with Company or any of its affiliates in violation of this Consulting Agreement.

C. For purposes of this Consulting Agreement, a business in competition with Company or its affiliates will be deemed to include (without limiting any other business in competition with Company or its affiliates) any business which is engaged in the development, marketing and/or support of virtual product development tools for the computer-aided engineering marketplace (including, without limitation, simulation software and/o professional services).

VII. Confidential Information .

A. Consultant, in the performance of Consultant's services on behalf of Company, may have access to, receive and be entrusted with (and in the past has, in fact, had access to, received and been entrusted with) confidential information, including but in no way limited to development, marketing, organizational, financial, management, administrative, production, distribution and sales information, data, specifications and processes presently owned or at any time in the future developed, by Company or any of its affiliates or its or their agents or consultants, or used presently or at any time in the future in the course of its or their business that is not otherwise part of the public domain (collectively, the "Confidential Material"). All such Confidential Material is considered secret and, to the extent made available to Consultant, will be available to Consultant in confidence. Except in the performance of services on behalf of Company and its affiliates, Consultant shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, unless such Confidential Material ceases (through no fault of Consultant's) to be confidential because it has become part of the public domain or he is otherwise obligated to disclose such information by the lawful order of any competent jurisdiction. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the business of Company or any of its affiliates, which Consultant prepares, uses or encounters, shall be and remain the sole and exclusive property of such entity or entities and shall be included in the Confidential Material. Upon the termination or expiration, as applicable, of the Consulting Term, or whenever requested by Company, Consultant shall promptly deliver to Company any and all of the Confidential Material, not previously delivered to Company, that may be or at any previous time has been in Consultant's possession or under Consultant's control.

B. Consultant hereby acknowledges that the sale or unauthorized use or disclosure of any of the Confidential Material by any means whatsoever and any time before, during or after Consultant's engagement with Company shall constitute "Unfair Competition."

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Consultant agrees that Consultant shall not engage in Unfair Competition either during the time engaged by Company or any time thereafter.

VIII. Soliciting Customers .

Consultant promises and agrees that he will not, during the Consulting Term and for a period of one year following the termination or expiration, as applicable, of the Consulting Term, influence or attempt to influence any customers of Company or any of its affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity which is currently or at that particular point in time in competition with (or has plans to engage in business which would be in competition with) the business of Company or any of its affiliates. Consultant acknowledges that during his engagement with Company, he will be given access to Confidential Material of Company and its affiliates (and in the past has, in fact, had access to, received and been entrusted with Confidential Material), and that such Confidential Material constitutes Company's trade secrets. Consultant acknowledges and agrees that this restriction is necessary in order for Company and its affiliates to preserve and protect their legitimate proprietary interest in the Confidential Material and trade secrets.

IX. Soliciting Employees .

Consultant promises and agrees that he will not, during the Consulting Term and for a period of one year following the termination or expiration, as applicable, of the Consulting Term, directly or indirectly solicit any employee of any Company or any of its affiliates who earned annually $25,000 or more as an employee of such entity during the last six months of his or her own employment to work for any business, individual, partnership, firm, or corporation.

X. Ownership .

Consultant agrees that any software, hardware, equipment, or records, including all copies or extracts of them which Consultant prepares, uses or sees during the Consulting Term in relation to the performance of services hereunder shall be and remain the sole property of Company (or, if applicable, any affiliate of Company).

A. Ownership of Copyrights . Consultant agrees that any work product, documentation, and improvements made by Consultant during the term of this Consulting Agreement that relate to the business activities of Company belong exclusively to Company as works made for hire under the U.S. Copyright Law when such work is within the scope of the services to be performed under this Consulting Agreement or if they were created using any of Company's facilities or resources.

B. Invention Assignment . Consultant agrees, without further compensation or consideration, to disclose promptly to Company any and all inventions, improvements, data, processes, products, and computer software (hereafter "matters subject to

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disclosure") which, during the term of this Consulting Agreement, Consultant may conceive, make, develop, or work on, in whole or in part, solely or jointly with others, whether or not during regular working hours, and which relate to the actual or anticipated business, research, and/or development of Company or any of its affiliates, or which result from tasks assigned to Consultant by Company or its affiliates.

1. Consultant agrees that all matters subject to disclosure, together with all related rights (such as patents, trademarks, copyrights, designs, and trade secrets), shall be the property of Company.

2. Consultant will, without further compensation or consideration, assign any and all worldwide rights in and to the matters subject to disclosure to Company and assist Company in every proper way including, without limitation.

a. The execution of any and all papers, applications for patents, and assignments to Company.

b. The making and keeping of proper records.

c. The giving of evidence and testimony.

3. Consultant will do all of the above, and whatever else is necessary, to assist Company in obtaining patent, copyright, trademark, or trade secret protection in all countries, and to perfect Company's ownership of the matters subject to disclosure. Company agrees to pay all reasonable expenses incurred by Consultant in providing this assistance.

4. Consultant's obligation to assign inventions shall not apply to inventions, improvements, or discoveries listed below, patented or unpatented, which Consultant developed and owned prior to the Effective Date of this Consulting Agreement (if "None," so state in Consultant's handwriting):

None

XI. Freedom to Enter Agreement .

Consultant represents and warrants that Consultant is free to enter into this Consulting Agreement and to perform each of its terms and covenants. Consultant's execution and performance of this Consulting Agreement is not a violation or breach of any other agreement between Consultant and any other person or entity.

XII. Miscellaneous .

A. Successors .

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1. This Consulting Agreement is personal to Consultant and shall not, without the prior written consent of Company, be assignable by Consultant.

2. This Consulting Agreement shall inure to the benefit of and be binding upon Company and its respective successors and assigns and any such successor or assignee shall be deemed substituted for Company under the terms of this Consulting Agreement for all purposes. As used herein, "successor" and "assignee" shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires the ownership of Company or to which Company assigns this Consulting Agreement by operation of law or otherwise.

B. Waiver . No waiver of any breach of any term or provision of this Consulting Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Consulting Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

C. Modification . This Consulting Agreement may not be amended or modified other than by a written agreement executed by Consultant and the CEO.

D. Complete Agreement . This Consulting Agreement and the Separation Agreement constitute and contain the entire agreement and final understanding concerning Consultant's relationship with Company and its affiliates and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. The Employee Confidentiality and Inventions Agreement by and between Consultant and Company and entered into on or about February 20, 2004 (the "Confidentiality Agreement") is outside of the scope of the preceding sentence and shall continue in effect in accordance with its terms. Any representation, promise or agreement not specifically included in this Consulting Agreement, the Separation Agreement or the Confidentiality Agreement shall not be binding upon or enforceable against either party. This Consulting Agreement, along with the Separation Agreement and the Confidentiality Agreement, constitute an integrated agreement.

E. Litigation and Investigation Assistance . In addition to the consulting services described in Section II, Consultant agrees to cooperate in the defense of Company or any of its affiliates against any threatened or pending litigation or in any investigation or proceeding by any governmental agency or body that relates to any events or actions which occurred during or prior to the term of Consultant's employment or which relate to any events or actions which occur during the Consulting Term. Furthermore, Consultant agrees to cooperate in the prosecution of any claims and lawsuits brought by Company or any of its affiliates that are currently outstanding or that may in the future be brought relating to matters which occurred during or prior to the term of Consultant's employment or which relate to any events or actions which occur during the Consulting Term. Except as requested by Company or as required by law, Consultant shall not comment upon any

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(i) threatened or pending claim or litigation (including investigations or arbitrations) involving Company or any of its affiliates, or (ii) threatened or pending government investigation involving Company or any of its affiliates.

F. Severability . If any provision of this Consulting Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Consulting Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Consulting Agreement are declared to be severable.

G. Choice of Law . This Consulting Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.

H. Cooperation in Drafting . Each party has cooperated in the drafting and preparation of this Consulting Agreement. Hence, in any construction to be made of this Consulting Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

I. Counterparts . This Consulting Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

J. Arbitration . Any dispute, claim or controversy arising out of or relating to this Consulting Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, including the determination of the scope or applicability of this agreement to arbitrate, shall be submitted to final and binding arbitration, to be held in Orange County, California before a sole arbitrator; provided, however, that provisional injunctive relief may, but need not, be sought in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. In the event either party institutes arbitration under this Consulting Agreement, the party prevailing in any such proceeding, as determined by the arbitrator, shall be entitled, in addition to all other relief, to reasonable attorneys' fees relating to such arbitration. The nonprevailing party shall be responsible for all costs of the arbitration, including but not limited to, the arbitration fees, court reporter fees, etc. Any dispute as to the reasonableness of costs and expenses shall be determined by the arbitrator.

K. Advice of Counsel . In entering this Consulting Agreement, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that the terms of this Consulting Agreement have been completely read and

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explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them.

L. Supplementary Documents . All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of this Consulting Agreement and which are not inconsistent with its terms.

M. Headings . The section headings contained in this Consulting Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Consulting Agreement.

I have read the foregoing Consulting Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.

EXECUTED this 23rd day of September 2004, at Orange County, California. "Consultant" |s|Name Name

EXECUTED this 23rd day of September 2004, at Orange County, California. "Company" Company.Software Corporation, a Delaware corporation |s|Name By: Name Its: Chief Executive Officer

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C#15Dear Mr. XYZ: Consulting Agreement 1. Engagement (a) This letter (this "Consulting Agreement") confirms our agreement pursuant to which you have retained Consulting LLC (together with its members, employees and agents, "CEA") to provide certain professional consulting services described below (the "Engagement") to ABCD Security Corporation ("ABCD"). (b) In consideration of the advisory fees to be paid to CEA pursuant to this Consulting Agreement, CEA shall provide advice and assistance to ABCD regarding ABCD's security services business ("ABCD's Business"), and shall: (i) Recommend, at an appropriate time, ABCD's services to appropriate clients of CEA and of Consulting LLC and its other subsidiaries (collectively, "CP"); (ii) utilize ABCD's security personnel as CP's primary resource for the needs of CP clients for the services provided by ABCD, to the extent authorized by such clients; (iii) advise ABCD on the expansion of ABCD's Business and scope of services through strategic acquisitions that enhance its service offerings; (iv) advise ABCD of new technologies in the areas of security and homeland defense and how the use of such technologies could increase the profitability of ABCD's Business; (v) make available senior executives of CEA to assist ABCD with finalizing negotiations with prospective customers and acquisition targets; and (vi) work with ABCD to enhance the training of its employees, including helping to draft and edit ABCD's training manuals and materials. (c) As part of the Engagement, CEA shall assist ABCD in the development of ABCD's strategies with regard to:

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(i) increasing ABCD's market presence within industry sectors in which it currently operates and developing opportunities for expansion into new sectors. During the Term (as defined below), CEA will assist ABCD to pursue new business opportunities by introducing ABCD to companies for which it currently performs no services; and (ii) expanding ABCD's Business to include an emergency services branch to provide operational services in emergency preparedness, fire safety, crisis management and business continuity. The emergency and crisis management effort will be directed by Mr. A , the former Commissioner ……………. The fire safety effort will be directed by Mr. B , the former ……

(d) CEA initially shall assign Mr. C as the CEA executive with the responsibility of coordinating CEA's obligations hereunder (the "Team Leader") and shall make available other personnel resources to perform the Engagement and assist the Team Leader. The Team Leader will act under the supervision of Mr. D. (e) CEA shall reasonably accommodate ABCD's requests for the services described above consistent with CEA's and CP's other commitments and obligations, including, without limitation, making Mr. Consultant reasonably available, consistent with his schedule and other commitments, to provide assistance in connection with this Consulting Agreement; provided, however, that in no event shall CEA be required to perform any services that might reasonably be deemed to constitute "lobbying" (or any analogous regulated activity) under applicable law or regulations. 2. Term of the Engagement The term of the Engagement pursuant to this Consulting Agreement (the "Term") shall commence on the date hereof (the "Effective Date") and end on the first anniversary of the Effective Date. 3. Advisory Fees As compensation for CEA's performance of its obligations pursuant to this Consulting Agreement, ABCD agrees to pay CEA a monthly cash fee during the Term of one hundred seventy five thousand dollars ($175,000) payable beginning on the Effective Date and continuing thereafter on the 15th day of each month (or, if such day is not a business day, on the next succeeding business day). 4. Expenses

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ABCD agrees to promptly reimburse CEA for its out-of-pocket expenses necessarily and reasonably incurred by CEA and its representatives in connection with the performance of its duties pursuant to this Consulting Agreement (e.g., travel and lodging, but excluding any compensation paid to any employees, partners or affiliates of CEA and any allocation of overhead or similar expenses). 5. Confidentiality; Use of Mr. Consultant’s Name (a) CEA shall (i) treat and maintain as confidential and/or privileged all information, documents, materials and work product that are, have been or shall be generated or created by or communicated or provided to CEA by ABCD relating to any activity undertaken as part of this Consulting Agreement ("Confidential Information") and shall not reveal any such Confidential Information, document, material or work product to any person or utilize any of them in any way except as directed or approved by ABCD and (ii) require its employees, affiliates, officers, directors and shareholders to maintain confidentiality of such Confidential Information; provided, however, that CEA may reveal such Confidential Information, documents, materials or work product if required by law pursuant to subpoena or other government process after prior written notice to ABCD and to the extent permitted under the circumstances to afford ABCD an opportunity to challenge such process at ABCD's sole discretion and expense. In the alternative, should ABCD so direct, CEA shall undertake to challenge such process at ABCD's sole expense; provided, that such challenge is permitted by law under the circumstances. CEA acknowledges the unique and proprietary nature of the Confidential Information and agrees that ABCD's remedies at law for a breach by it of its obligations under this paragraph 5 may be inadequate and that ABCD shall, in the event of any such breach, be entitled to seek equitable relief (including, without limitation, provisional and permanent injunctive relief and specific performance) in addition to any other remedies under this Consulting Agreement or available at law. (b) Except as required by applicable securities laws, the parties shall keep the terms of this Consulting Agreement (but not the existence of our consulting relationship or this Consulting Agreement) strictly confidential at all times and neither party shall make any statement regarding this Consulting Agreement without the advance consent of the other, which consent shall not be unreasonably withheld or delayed. (c) The trade names and trademarks "Consultant," or "Consultant LLC" or "Consultant & Safety LLC" or any similar mark or variations or derivations thereof (collectively, the "Consultant Marks"), shall not be used by ABCD without CEA's prior written consent, and upon any termination of this Consulting Agreement, ABCD shall have no further right to

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use or exploit the Consulatnat Marks in any fashion. ABCD shall not by act or omission use the Consultant Marks or perform any services hereunder in any manner that tarnishes, degrades, disparages or reflects adversely on the ConsultantMarks, CEA, its affiliates, or their business or reputation (an "Adverse Effect"), and in the event of any such act or omission, or if the Engagement otherwise results in an Adverse Effect, CEA shall have the right to terminate the Engagement and this Agreement. Except as expressly provided herein, nothing in this Consulting Agreement shall be deemed to give ABCD any right, title or interest in or to any of CEA's trade names, trademarks or service marks. 6. Promotional Materials ABCD and CEA agree that each party shall submit to the other party, for their respective review, all advertising, written sales promotion, press releases, news clippings and other publicity matters relating to this Consulting Agreement and the strategic relationship created hereby or containing language from which this Consulting Agreement or such relationship may be inferred or implied ("Promotional Materials") and not publish, disseminate or use any such Promotional Materials without the other party's prior written consent, such consent not to be unreasonably withheld. 7. Representations And Warranties of the Parties As an inducement to the parties to enter into this Consulting Agreement, each party hereto represent to the other as of the date hereof as follows: (a) Organization, Authority and Qualification. It is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State of its formation and has all necessary power and authority to enter into this Consulting Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Consulting Agreement by it, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite action. This Consulting Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other parties) this Consulting Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms. (b) No Conflict. (i) The execution, delivery and performance of this Consulting Agreement by it do not and will not (A) contravene, conflict with or violate its organizational documents, (B) contravene, conflict with or violate any Law applicable to it or by which any of its properties or assets is bound or affected or (C) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give

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to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien on any of its properties or assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except for any such conflicts, violations, breaches, defaults or other occurrences that would not adversely affect or materially delay its ability to carry out its obligations under, and to consummate the transactions contemplated by, this Consulting Agreement. (ii) The execution, delivery and performance of this Consulting Agreement by it do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filing or notifications, would not adversely affect or materially delay its ability to carry out its obligations under, and to consummate the transactions contemplated by, this Consulting Agreement. (c) Absence of Litigation. As of the date of this Consulting Agreement, there is no action pending or, to its knowledge, threatened, before any governmental entity or any tribunal that seeks to delay or prevent the consummation of the transactions contemplated by this Consulting Agreement. 8. Indemnification and Related Matters (a) ABCD agrees to indemnify CEA and CP, any controlling person of CEA or CP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "CEA Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any CEA Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement, including but not limited to reimbursement for all CEA or CP fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any CEA Indemnified Party. ABCD further agrees to reimburse each CEA Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or the Engagement. In the event that a CEA Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against ABCD, or any of their affiliates in which such CEA Indemnified Party is not named as a defendant, ABCD agrees to reimburse CEA or CP for all out-of-pocket expenses incurred by it in connection with such CEA Indemnified Party's appearing and

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preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. (b) CEA agrees to indemnify ABCD, any controlling person of ABCD and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, a "ABCD Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any ABCD Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, the Engagement or this Consulting Agreement and solely to the extent directly and proximately caused by the gross negligence or willful misconduct of CEA or CP (or any of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives) during the Term, including but not limited to reimbursement for all of ABCD's fees, costs, reasonable attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any ABCD Indemnified Party. CEA further agrees to reimburse each ABCD Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Consulting Agreement or CEA's services hereunder. Moreover, in no event, regardless of the legal theory advanced, shall CEA be liable for any consequential, indirect, incidental, punitive or special damages of any nature. In no event shall CEA' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Consulting Agreement exceed the fees received by CEA from ABCD during the months that any such liability of CEA under this paragraph arose. In the event that a ABCD Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against CEA, or any of their affiliates in which such ABCD Indemnified Party is not named as a defendant, CEA agrees to reimburse ABCD for all out-of-pocket expenses incurred by it in connection with such ABCD Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. (c) Each party agrees that, without the prior written consent of the other party hereto, that such party will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not CEA, CP, ABCD or any other indemnified party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out of such claim action, suit, proceeding or investigation and (ii) the

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parties agree that the terms of such settlement shall remain confidential. (d) ABCD shall be solely responsible for the performance of ABCD's services and products. Any representation or covenant, whether express or implied, given by ABCD to any customer or third party regarding the ABCD services and products shall be the sole responsibility of ABCD, and neither CEA nor CP shall be liable for, and each of CEA and CP shall be indemnified against in accordance with paragraph 8(a) (without regard to any exceptions or limitations contained in such paragraph), any failure to comply with such representation or covenant. 9. No Other Consulting Agreements Neither CEA nor any of its affiliates has entered into, nor shall it or any of them enter into any consulting, partnership, joint venture or similar agreement or arrangement with any other party that is a direct competitor of ABCD; provided, however, that nothing in the foregoing shall prohibit CEA or any of its affiliates from entering into any agreement or arrangement with (i) a parent or other affiliate of any direct competitor of ABCD that is not itself such a direct competitor (so long as the services to be performed under such agreement will not be rendered to any such direct competitor) or (ii) a direct competitor if such agreement or arrangement is not substantially related to the business of such party that is in direct competition with ABCD. Except as set forth in the preceding sentence, nothing in this Consulting Agreement shall prevent CEA from entering into consulting agreements or arrangements with other parties for any purpose, so long as CEA is not prevented by any such agreement or arrangement from performing its obligations hereunder. During the Term, in any circumstance in which CEA or CP either have the authority to retain, or the opportunity to recommend to a client or other third party that they retain, a security guard firm for services of a kind customarily performed by ABCD within a geographic area customarily serviced by ABCD and at fair market pricing, CP shall retain or recommend ABCD for such assignment, it being understood and agreed that where CEA or CP do not have the exclusive authority and discretion to retain the relevant security guard firm, this covenant shall not be deemed breached merely because the client or other third party decides to retain some other firm than ABCD. 10. Modification of Consulting Agreement; Non-Assignability; Entire Consulting Agreement (a) This Consulting Agreement may not be changed or altered except in a writing duly executed by an authorized agent of both parties hereto. (b) Neither party may assign any of its rights or obligations or delegate any of its duties under this Consulting Agreement without the prior written consent of the other party.

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(c) There have been no representations, inducements, promises or agreements of any kind that have been made by either party, or by any person acting on behalf of either party, which are not embodied within this Consulting Agreement. This Consulting Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof. 11. Independent Contractor Status In connection with this Consulting Agreement, CEA is acting as an independent contractor and not in any other capacity, and does not have any authority to act as an agent for, or otherwise bind ABCD. No partnership, joint venture or similar legal relationship between CEA or ABCD shall be created or implied by this Consulting Agreement. 12. Governing Law All aspects of the relationship created by this Consulting Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to any conflict of rule law or principle that would give effect to the laws of another jurisdiction. 13. Cumulative Remedies The rights and remedies granted by this Consulting Agreement to either party will not be deemed to prohibit either party from exercising any other rights or remedies provided under this Consulting Agreement or by law or equity. 14. Costs and Attorneys' Fees Save as expressly otherwise provided in this Consulting Agreement, each of the parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this agreement and any other agreement incidental to or referred to in this Consulting Agreement. All costs and expenses incurred by a party in any arbitration or action to enforce this Consulting Agreement shall be borne by such party (including attorneys' fees and expert costs), unless otherwise determined by the arbitrator or other tribunal, as applicable, provided that the parties shall split evenly any filing fees or arbitrators fees. 15. No Third Party Beneficiaries Except with respect to obligations to CEA Indemnified Parties and ABCD

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Indemnified Parties pursuant to paragraph 8, this Consulting Agreement is intended for the benefit only of the parties hereto and not any other person or entity. 16. Arbitration (a) Any dispute, controversy or claim arising out of or relating to this Consulting Agreement or the breach, termination, enforceability or validity hereof shall be heard and determined by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). The number of arbitrators shall be three. Each party shall select an arbitrator from the list of names submitted to the parties by the AAA, and such two arbitrators shall appoint the third arbitrator. The place of arbitration shall be the City of New York. (b) No provision of or the exercise of any rights under this Section 16 shall limit the right of any party to request and obtain from a court of competent jurisdiction in the City of New York (which shall have exclusive jurisdiction for purposes of this paragraph 16) provisional remedies and relief. Each of the parties hereby submits unconditionally to the exclusive jurisdiction of the state and federal courts located in the City of New York for purposes of this provision, waives and agrees not to assert objection to the venue of any proceeding in any such court or that any such court provides an inconvenient forum and consents to the service of process upon it in connection with any proceeding instituted under this paragraph 15(b) in the same manner as provided for the giving of notice hereunder. 17. Survival and Interpretation All paragraphs herein relating to compensation, expenses, ownership, representations and warranties, actions, limitation on damages, confidentiality, indemnification, arbitration, survival, binding nature, assignment and delegation, non-solicitation, interpretation, governing law, and jurisdiction and venue shall survive the expiration or termination of this Consulting Agreement. In the event of any conflict, ambiguity, or inconsistency between this Consulting Agreement and any exhibit hereto, this Consulting Agreement shall govern and control. 18. Execution of the Consulting Agreement and Signatures Your signature below on the indicated enclosed copy of this Consulting Agreement is your representation that you are authorized to enter into this Consulting Agreement and to agree to the terms hereof on behalf of ABCD. This Consulting Agreement shall be binding on all parties and their respective heirs, successors and permitted assigns. * * * *

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If the foregoing correctly reflects our mutual understanding and agreement with respect to the terms of this Consulting Agreement set forth herein, please so confirm by executing and delivering the enclosed copy of this Consulting Agreement to the undersigned, and upon the Effective Date, this Consulting Agreement shall become a binding agreement upon ABCD and CEA in accordance with its terms. Very truly yours, Consultant LLC By: _______________________ Name: ____________________ Title: _____________________ ACCEPTED AND AGREED:

By: _______________________ Name: _____________________ Title: ______________________ Date: _____________________

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This Consulting Agreement (" Consulting Agreement ")is made and entered into as of April 1, 2005 (" Effective Date "),

between and Company Group LLC (the " Company ")and

Consultant (" Consultant ") (the Company and Consultant being sometimes herein referred to singly as a " Party " and collectively as the " Parties ").

RECITALS

A. Until March 31, 2005, Consultant was employed by the Company as President and Chief Executive Officer of Company Group LLC and Managing Director of the Company pursuant to an employment agreement dated April 1, 2000 (" Employment Agreement ").

B. On March 31, 2005, Consultant submitted his resignation from employment by the Company pursuant to a Separation Agreement dated February 15, 2005 (" Separation Agreement ").

C. As contemplated by the Separation Agreement, the Company and Consultant desire to enter into this Consulting Agreement pursuant to which Consultant will provide certain services to the Company in consideration for the compensation paid to him for such services and the other terms and conditions of this Consulting Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants made herein, the Parties agree as follows:

1. Services; Access .

1.1 Consultant Services . Company hereby engages Consultant to perform, and Consultant agrees to provide advice and expertise to the Company related to the Company's regulatory environment, its suppliers and its customers based on his knowledge of the industry and the Company as further described in Exhibit A (the " Services "), which Exhibit A, which is attached hereto and incorporated herein by reference. Subject to Company's performance of its obligations under this Agreement, Consultant will perform the Services in a prompt, diligent and professional manner in conformity with reasonable commercial standards of quality. Consultant will at all times observe the security and safety policies of Company when performing the Services. The Company and Consultant contemplate that Consultant will expend approximately 50% of his work time in rendering the Services to the Company.

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1.2 Access . Consultant will afford the Company access, at Company's request, to Consultant's records related to this Consulting Agreement and performance of the Services. The Company will afford Consultant sufficient access during business hours, at Consultant's request, to the Company's records, facilities and personnel to allow Consultant to perform the Services.

2 Intellectual Property .2.1 Ownership of Developed Intellectual Property . Consultant warrants to the Company that any material developed under this Consulting Agreement will not, to the knowledge of Consultant, infringe on the copyright, trade secret, patent, trademark or other rights of any third party. Consultant warrants to the Company that Consultant is, to the knowledge of Consultant, the lawful owner or licensee of any software programs or other materials used by Consultant in the performance of the Services and has, to the knowledge of Consultant, all rights necessary to convey to the Company the ownership of any Work, as defined below, free and clear of any encumbrances or liens or claims of any kind.

2.2 Ownership of Work Product . Consultant agrees that all right, title and interest in and to any materials resulting from the performance of the Services and all copies thereof, including works in progress, in whatever media, (collectively, the " Work "), will be vested in the Company upon their creation. Consultant will mark all Work with the Company's copyright or other proprietary notice as directed by the Company. Consultant specifically agrees as follows:

(a) Work Made for Hire . To the extent that any portion of the Work constitutes a work protectable under the Copyright Law of the United States (the "Copyright Law"), the Company and Consultant agree that any such portion of the Work has been specially ordered and commissioned by the Company and will be considered a "work made for hire" as such term is used and defined in the Copyright Law. Accordingly, the Company will be considered the "author" of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein.

(b) Assignment of Copyright . In the event that any portion of the Work constitutes a work protectable under the Copyright Law but does not qualify as a "work made for hire" as such term is used and defined in the Copyright Law, Consultant hereby assigns and agrees to assign to the Company, without further consideration, all right, title and interest in and to copyright in the Work or in any such portion thereof and agrees to execute and deliver to the Company, upon request, appropriate assignments of copyright and such other documents and instruments as the Company may request to fully and completely assign such copyright to the Company, its successors or nominees. Consultant hereby appoints the Company as its attorney to execute and deliver any such documents on its behalf if Consultant fails or refuses to do so within a reasonable period following the Company's request.

3. Compensation; Expense Reimbursement .3.1 Fees . For all of the Services and Work to be provided by Consultant and other covenants of Consultant under this Consulting Agreement, the Company agrees to pay

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Consultant the sum of Twenty-Five Thousand Dollars ($25,000) per month, payable in arrears commencing on April 30, 2005, and continuing on the last business day of each month until the term of this Consulting Agreement is terminated or expires.

3.2 Bonus . At the end of each Term (as defined herein), the Company will pay Consultant a cash bonus in an amount determined in good faith based on criteria mutually agreed to by Consultant and the Company. By way of illustration, such a bonus will be payable if the Company concludes that it experienced positive developments during the Term over and above the ordinary or expected and that such developments resulted in whole or significant part from the work performed by Consultant under this Consulting Agreement.

3.3 Expenses . Consultant is entitled to reimbursement of reasonable out-of-pocket expenses incurred in providing the Services, including, without limitation, reasonable expenses related to travel, meals, entertainment, and communications and any other expenses that the Company may specifically approve as reimbursable.

4. Relationship of Parties; Taxes .4.1 Independent Contractor; No Third Party Beneficiary . Consultant will perform the Services under this Separation Agreement as an independent contractor. Consultant will not act as or be considered an employee or agent of the Company and will not participate in any health or disability insurance, retirement benefits, or other welfare or pension benefits or privileges that the Company makes available to its own employees. Consultant is not authorized to incur any obligation or make any commitment on the Company's behalf. This Consulting Agreement is for the benefit of the Parties only, and there are no third party beneficiaries of this Consulting Agreement.

4.2 Responsibility for Taxes . Consultant is responsible for all taxes on Consultant's income earned under this Agreement and on the earnings paid to his employees, including federal and state income tax withholding, social security and Medicare taxes and unemployment insurance. Consultant will provide to Company Consultant's tax identification number, and Company will provide Consultant a Form 1099 statement reflecting the payments made to Consultant, as required by applicable IRS regulations.

5. Compliance With Laws .Consultant warrants that all Services to be furnished under this Agreement will be so furnished in accordance with all federal, state and local laws and regulations applicable to labor, safety, health and equal employment opportunity.

6. Noncompetition; No Conflict of Interest .6.1 Noncompetition . In order to protect the investment of the Company in the Services contemplated by this Consulting Agreement, during the Term (as hereinafter defined) of this Consulting Agreement and for a period of twelve (12) months following the termination of this Consulting Agreement for any reason, Consultant will not, directly or indirectly (including through any affiliate, whether existing now or in the future and whether as an investor, officer, director, employee, agent of or consultant for any entity),

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engage in any business the primary activity of which is catching, processing or selling of pollock or in any business that directly competes with any of the business operations of the Company as to which Consultant is providing the Services; provided, however, that nothing herein shall prevent Consultant from investing as less than a five percent (5%) shareholder or equity holder in the securities of any company listed on a national securities exchange; and provided, further, that Consultant may spend up to ten percent (10%) of a full- time position providing services, including legal services, to other seafood companies so long as Consultant complies with all applicable professional and ethical standards. In the event of an actual or threatened breach by Consultant of the provisions of this paragraph 6.1, the Company will be entitled to injunctive relief restraining Consultant from the breach or threatened breach. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Consultant.

6.2 Non-Interference . In order to protect the investment of the Company in the Services contemplated by this Consulting Agreement, during the Term of this Consulting Agreement and for a period of twelve (12) months following the termination of this Consulting Agreement for any reason, Consultant will not, directly or indirectly (including through any affiliate, whether existing now or in the future and whether as an investor, officer, director, employee, agent of or consultant for any entity), (a) induce, attempt to induce or assist in inducing any executive, senior management employee or key vessel crew member of the Company to leave the Company's employ, or in any way interfere with the relationship between the company and the Company's executives, senior management or key vessel crew members, (b) induce, attempt to induce or assist in inducing any client, customer, supplier, licensee, or any other business relation of the Company to cease or reduce its customer, supplier, licensee, or any other business relation of the Company to cease or reduce its business dealings with the Company, or in any way interfere with the relationship between any such business relation and the company, or (c) induce, attempt to induce or assist in inducing any customer of the Company to do business with any person or entity other than the Company.

6.3 Corporate Opportunity . Consultant acknowledges that the extensive relationship and background Consultant has in the business operations of the Company provide Consultant with valuable insight into potential business opportunities for the Company, and, accordingly, Consultant agrees that for the Term of this Consulting Agreement and for a period of three (3) months following the termination of this Consulting Agreement for any reason, Consultant will promptly disclose to the Company any business opportunities relevant to the Company's business that come to his attention and offer such opportunities first to the Company, using the same standards that apply to corporate executives for corporate opportunities. If the Company declines to pursue any such business opportunity brought to its attention by Consultant pursuant to this paragraph 6.3, Consultant will be free to pursue such opportunity on Consultant's behalf. Nothing in the foregoing sentence shall be construed to preclude Consultant from pursuing or making investments in H&G vessels at Consultant's discretion.

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7. Confidentiality .7.1 Nondisclosure of Company Confidential Information . During the Term of this Consulting Agreement, the Company may provide to Consultant certain confidential, proprietary and trade secret business or technical information of the Company or third persons in connection with Consultant's performance of the Services (" Company Confidential Information "). Company Confidential Information may be clearly marked and designated as confidential but includes all business plans, financial, marketing, customer and supplier information provided to Consultant whether marked or not; provided, however, that Company Confidential Information shall not include, and this paragraph 7.1 shall not apply to, any information that Consultant can establish (a) was, at the time of disclosure, generally available to the public through no fault of Consultant, (b) was in Consultant's possession on the Effective Date and was not obtained from Company, or (c) was lawfully received from a third party who rightfully acquired it and did not obtain it in violation of any confidentiality agreement. Consultant agrees to preserve the confidentiality of all Company Confidential Information that is provided by the Company in connection with this Consulting Agreement, and shall not disclose or make available to any person, or use for Consultant's own or any other person's benefit, other than as necessary in performance of Consultant's obligations under this Consulting Agreement, any Company Confidential Information, unless such action: (x) is required by law or regulation, but only to the extent and for the purposes of such law or regulation; (y) is in response to a valid order of a court or other governmental body but only to the extent of and for the purposes of such order, and only if Consultant first notifies the Company of the order and permits the Company to seek an appropriate protective order; or (z) is with written permission of the Company and in compliance with any terms or conditions set by the Company regarding such disclosure. Consultant shall exercise a commercially reasonable level of care to safeguard Company Confidential Information against improper disclosure or use.

7.2 Return of Material . Upon the request of the Company during the term of this Consulting Agreement, and upon any termination or expiration of this Consulting Agreement, Consultant agrees to turn over to Company all copies of the Work, including works in progress, and Consultant shall return all Company Confidential Information to the Company and erase and remove all copies of all Company Confidential Information from any computer equipment and media in Consultant's possession, custody or control.

8. Standard of Care; Limitation on Liability; Covenant Not to Sue .8.1 Standard of Care by Consultant . Consultant shall use good faith and commercially reasonable efforts to provide the services described in this Agreement. However, Consultant shall not be liable to the Company for any failure of performance except in the event of bad faith, gross negligence or willful misconduct or a knowing or intentional breach of Consultant's obligations under paragraphs 2, 5, 6 or 7.

8.2. Limitation on Liability . CONSULTANT SHALL NOT BE LIABLE TO THE COMPANY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR

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GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS CONSULTING AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Remedies . Subject to paragraph 8.2, each Party may pursue any remedies available to such Party for the other Party's breach or threatened breach of this Agreement, including the recovery of damages. Without limiting the foregoing, (a) Consultant acknowledges and agrees that if Consultant were to breach any of the provisions of paragraphs 2, 6 or 7 of this Consulting Agreement (i) the Company would suffer irreparable damage and (ii) in the event of any such breach, in addition to provable damages and reasonable attorney's fees, the Company will be entitled to enjoin such breach and to obtain specific performance of such provisions in any court of competent jurisdiction. If any bond from the Company is required in connection with such enjoinment or specific enforcement, the Parties agree that a reasonable amount for of such bond will be $1,000.

8.4 Covenant Not to Sue . In consideration of this Consulting Agreement, Consultant covenants not to sue the Company or any of its affiliates during the Term of this Consulting Agreement for any claim or cause of action that will be covered upon its effective date by the Waiver and Release.

9. Term; Termination .9.1 Term . This Consulting Agreement will commence on the Effective Date and will continue through March 31, 2006 (the " Initial Term "), unless earlier terminated as provided in paragraph 9.2, and shall renew automatically for additional twelve (12) month periods (" Extended Term ") unless on or before October 1, 2005, with respect to the Initial Term, or on or before any December 1 with respect to any Extended Term, either Party gives notice to the other Party that the current term will not be extended (the Initial Term and all Extended Terms, being the " Term ").

9.2 Termination . This Consulting Agreement may be terminated at anytime as follows: (a) the Company may terminate this Consulting Agreement for Cause (as hereinafter defined) at any time upon ten (10) days' written notice to Consultant; (b) Consultant may terminate this Agreement upon ten (10) days' written notice to the Company if the Company fails to perform its obligations hereunder; or (c) by a written agreement executed by the Parties. For purposes of this Consulting Agreement, cause (" Cause ") shall mean (x) the gross negligence or willful misconduct of Consultant in the performance of Consultant's duties under this Consulting Agreement, (y) the failure of Consultant to provide the Services in a prompt, diligent and professional manner in conformity with reasonable commercial standards of quality and to correct such failure within 60 days after written notice by the Company to Consultant of such failure, or (z) default by Consultant in its obligations to the Company under paragraphs 2, 6 and 7 of this Consulting Agreement, which default is not corrected (if possible to correct) within 10 days after notice by the Company to Consultant of such failure. .

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9.3 Effect of Termination . Upon termination or expiration of this Consulting Agreement, all obligations of the Parties under this Consulting Agreement will terminate without liability of any Party to the other Party, except as follows: (a) the provisions of paragraphs 2, 6, 7, 8, 9.3 and 10 will survive termination and remain in full force and effect in accordance with their terms; (b) if this Consulting Agreement is terminated because of a breach of this Consulting Agreement by the nonterminating Party, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired; and (c) the Company shall promptly pay to Consultant any compensation due and payable to Consultant (such fees prorated for the month of termination) for Services provided prior to the date of termination and any other amounts owed to Consultant under this Consulting Agreement, which payment shall be due and payable within thirty (30) days after Consultant's submission to Company of an invoice for such compensation and other amounts.

10. General Provisions.10.1 Successors and Assigns . The rights and obligations of the Parent and the Company under this Consulting Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. Consultant may assign this Consulting Agreement to an entity wholly owned by Consultant so long as such entity makes available Michael J. Consultant to perform the Services. Otherwise, Consultant may not assign any of Consultant's rights, duties or obligations under this Consulting Agreement.

10.2 Waiver . A Party's failure to enforce any provision of this Consulting Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Consulting Agreement.

10.3 Severability . In the event any provision of this Consulting Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefits contemplated in this Consulting Agreement to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected.

10.4 Interpretation; Construction . The headings set forth in this Consulting Agreement are for convenience only and shall not be used in interpreting this Consulting Agreement. The Parties have participated in the negotiation of this Consulting Agreement. Therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Consulting Agreement.

10.5 Notices . Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of

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receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

If to the Company:Company Group LLCAddressFacsimile: Attention: General CounselIf to Consultant:Consultant NameAddress

10.6 Entire Agreement . This Consulting Agreement, together with all Exhibits attached hereto, which are incorporated herein by reference, and the Separation Agreement and all exhibits thereto referred to herein constitute the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

10.7 Amendments . This Separation Agreement may be amended or modified only with the written consent of Consultant and duly authorized officers of the Parent and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

10.8 Governing Law and Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington without regard to its conflict of laws provisions and as though made and to be fully performed in that State. Venue for any action, including mediation or arbitration under paragraph 6, arising from this Agreement shall be exclusively in King County, Washington.

IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the Effective Date."Consultant" "Company" GROUP LLCConsultant Name Name, Chief Executive OfficerAddress: Address: EXHIBIT A

Exhibit A is part of the Consulting Agreement dated as of April 1, 2005 between Company Group LLC and Consultant.

Consultant will provide services to the Company as may be requested from time to time. The parties specifically expect that Consultant will provide advice and/or act on behalf of the Company with respect to the following items:

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1. Political Advice . Consultant will advise the Company with respect to political developments and strategy that are expected to affect the business of the Company.

2. Regulatory Advice . Consultant will assist the Company in interpreting and applying existing state and federal regulations to the extent they affect the business of the Company. Consultant will also advise the Company with respect to proposed state or federal regulations and will assist in the development of a regulatory strategy that promotes the interests of the Company.

3. Regulatory Compliance . Consultant will assist the Company in maintaining strict compliance with all applicable regulations. This shall include development and maintenance of its regulatory compliance programs.

4. Business Development . Consultant will assist and advise the Company in identifying and implementing growth opportunities.

5. Fishery Rationalization . Consultant will assist and advise the Company in connection with fishery rationalization proposals specifically including proposals for rationalization of the cod fisheries in the North Pacific and the whiting fishery in the Pacific.

6. Trade Associations . To the extent requested by the Company, Consultant will represent the interests of the Company in connection with the trade associations that affect the fishing business of the Company including the At-Sea Processors Association, the Pacific Whiting Conservation Cooperative and the North Pacific Longline Association.

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This Consulting Agreement ("Consulting Agreement")is entered into this 5 th day of September, 2008 (the "Effective Date"),

by and betweenConsultant, an individual ("Consultant"),

andThe Company, a Maryland corporation (the "Company").

Consultant and the Company agree as follows:

I. Engagement

The Company hereby engages Consultant and Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth, for the Consulting Term. The "Consulting Term" is the period of time commencing on the Effective Date and ending on the first to occur of: (1) August 31, 2013; (2) the date of Consultant's death or disability (defined as a serious and continuing medical condition which prevents Consultant from performing or substantially performing as a consultant under this Agreement for a minimum of sixty (60) days, such as a heart attack or stroke); (3) Consultant's written notice to the Company that he elects to terminate the Consulting Term for any reason; or (4) the date that Consultant materially breaches one of his obligations or agreements under this Consulting Agreement, provided, however, that if the purported breach is a breach of Consultant's obligations under Section II.A or II.C, Consultant shall be given written notice of the alleged breach and a thirty (30) day opportunity to cure the alleged breach to the extent a cure is reasonably possible in the circumstances and provided, further, that if the purported breach is the first breach of Consultant's obligations under Section VI, Consultant shall be given written notice of the alleged breach and an opportunity to cure the alleged breach, which cure may be reasonably specified (both as to time, manner and content) by the Company. The notice and opportunity to cure specified in subparagraph (4) shall not be required for any breach of Consultant's obligations under Section VI after the first such breach, regardless of whether a prior breach was cured.

II. Service

A. Performance

Consultant shall perform consulting services as requested by the Company with reasonable notice as to matters with which Consultant is familiar or about which Consultant has acquired knowledge, expertise, or experience. The Company is not obligated to call upon Consultant to provide any services or any minimum level of services. In no event shall Consultant be required to perform services to the Company on more than 3 days in any one month or at a location outside of Southern California.

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B. Nature of Consulting Services

Only the Company's Chief Executive Officer or President may request that Consultant provide consulting services to the Company pursuant to this Consulting Agreement. Consultant shall report the results of his consulting services to the Company's Chief Executive Officer or President. Except (i) as may expressly be authorized by the Chief Executive Officer or the President of the Company, and (ii) for such contact (if any) as may reasonably be authorized by the Company's Board of Directors ("Board") and arranged through the Chief Executive Officer for Consultant to fulfill his obligations as a member of the Board, and (iii) for contact (if any) with the Company's Board of Directors and/or employees at the level of Senior Executive Vice President or higher (in each case under this clause (iii), only if such contact occurs while Consultant is a director of the Company), Consultant shall not have any business contact with any other officer or employee of the Company or its affiliates.

C. Competent Service

Consultant agrees to honestly and faithfully conduct himself at all times during the performance of consulting services for the Company. Consultant agrees to perform his services in a diligent and competent manner.

III. Compensation

In consideration for the services to be provided by Consultant, the Company will pay Consultant a Consulting Fee of FORTY ONE THOUSAND ONE HUNDRED SIXTY SIX DOLLARS AND SIXTY SEVEN CENTS ($41,166.67) each month (the "Consulting Fee"). The first Consulting Fee shall be paid to Consultant for September 2008. The Consulting Fee shall continue after September 2008 and will be paid for each month in the Consulting Term through and including the month in which the Consulting Term ends, whether or not Consultant is called upon to perform services during that month. Except as expressly provided in Section IV in the event of Consultant's death or disability (as such term is defined in Section I) during the Consulting Term, no Consulting Fee shall be payable with respect to any month following the month in which the Consulting Term ends. The Consulting Fee for a particular month shall be paid not later than fifteen days following that month. The Company shall have no obligation to pay or reimburse any expenses incurred by Consultant in performing the services.

IV. Termination

Upon termination or expiration of the Consulting Term pursuant to Section I, this Agreement shall terminate without further obligations to or by the Consultant under this Agreement, other than for payment of Consultant's Consulting Fee through the month in which the Consulting Term ends (to the extent not theretofore paid); provided that if the Consulting Term ends due to Consultant's death or disability (as defined in Section I), the Company shall continue to pay the Consulting Fee to Consultant (or Consultant's estate,

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in the event of Consultant's death) through August 31, 2013 as though the Consulting Term had not ended upon Consultant's death or disability; provided, further, that in the event of such a termination of the Consulting Term due to such a disability of Consultant, the Company's obligation to continue to pay the Consulting Fee as though the Consulting Term had not ended upon Consultant's death or disability is subject to the condition precedent that Consultant not breach any of Consultant's other obligations or agreements under this Consulting Agreement (except the obligation to perform the consulting services pursuant to Section II.A) as though the Consulting Term had continued in effect through August 31, 2013.

V. Relationship

A. Independent Contractor

Consultant shall operate at all times under this Consulting Agreement as an independent contractor of the Company. Nothing in this Consulting Agreement shall alter or limit the rights or obligations of Consultant as a member of the Board.

B. Agency

This Consulting Agreement does not authorize Consultant to act as an agent of the Company or any of its affiliates or to make commitments on behalf of the Company or any of its affiliates. Consultant and the Company intend that an independent contractor relationship be created by this Consulting Agreement, and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture, or other business group or concerted action. Consultant shall at no time hold himself out as an agent of the Company or any of its affiliates for any purpose, including reporting to any governmental authority or agency, and shall have no authority to bind the Company or any of its affiliates to any obligation whatsoever.

C. Taxes

Consultant and the Company agree that Consultant is not an employee for state or federal tax purposes. Consultant shall be solely responsible for any taxes due as a result of the payment of any consulting fee or other compensation pursuant to this Consulting Agreement. Consultant will defend and indemnify the Company and each of its affiliates from and against any tax arising out of Consultant's failure to pay such taxes with respect to any such payments. If the Company reasonably determines that applicable law requires that taxes should be withheld from any payments or other compensation and benefits pursuant to this Consulting Agreement, the Company reserves the right to withhold, as legally required, and to notify Consultant accordingly.

D. Workers' Compensation and Unemployment Insurance

Consultant is not entitled to workers' compensation benefits or unemployment compensation benefits provided by the Company. Consultant shall be solely responsible

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for the payment of his workers' compensation, unemployment compensation, and other such payments. The Company will not pay for workers' compensation for Consultant. The Company will not contribute to a state unemployment fund for Consultant. The Company will not pay the federal unemployment tax for Consultant.

E. Benefits

Consultant shall not be entitled to participate in any vacation, medical, retirement, or other health and welfare or fringe benefit plan of the Company by virtue of this Consulting Agreement, and Consultant shall not make claim of entitlement any such employee plan, program or benefit on the basis of this Consulting Agreement. Nothing in this Consulting Agreement is intended, however, to supersede or otherwise affect Consultant's rights to continued medical, dental or group health or life insurance coverage following his termination of employment with the Company pursuant to COBRA.

VI. Non-Disparagement

Consultant agrees that he will not at any time during the Consulting Term, (1) directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that denigrates or disparages, either professionally or personally, the Company, any of its subsidiaries or affiliates, or any of their respective directors, officers, or employees, successors or products, past and present, or (2) make any statement or engage in any conduct that has the purpose (or which a reasonable person reasonably should have known would likely have the effect) of disrupting the business of the Company or any of its subsidiaries or affiliates. Nothing herein shall abridge, limit, or modify in any way Consultant's duties or responsibilities as a Director of the Company, or from disclosing such information in a truthful manner as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to such party.

VII. Miscellaneous

A. Successors

This Consulting Agreement is personal to each of Consultant and the Company and shall not, without the prior written consent of the other, be assignable by either of them; provided, however, that in the event any person acquires all or substantially all of the business or assets of the Company (by purchase, merger, or otherwise), this Consulting Agreement shall inure to the benefit of and be binding upon such other person.

B. Waiver and Modification

No waiver of any breach of any term or provision of this Consulting Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Consulting Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

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This Consulting Agreement may not be amended or modified other than by a written agreement executed by Consultant and an authorized officer of the Company.

C. Complete Agreement

This Consulting Agreement constitutes and contains the entire agreement and final understanding concerning Consultant's consulting relationship with the Company and its affiliates, and the other subject matters addressed herein between the parties, and it supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof provided, however, that Consultant's confidentiality, proprietary information, trade secret and similar obligations under any existing agreement with the Company shall continue.D. Severability

If any provision of this Consulting Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Consulting Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Consulting Agreement are declared to be severable.

E. Choice of Law

This Consulting Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.

F. Advice of Counsel

In entering this Consulting Agreement, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that the terms of this Consulting Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them. Each party has cooperated in the drafting and preparation of this Consulting Agreement. Hence, in any construction to be made of this Consulting Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

G. Counterparts

This Consulting Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

H. Headings

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The section headings contained in this Consulting Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Consulting Agreement.* * *I have read the foregoing Consulting Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.EXECUTED this 24th day of December, 2008, in the State of California, with the effective date as set forth above. CONSULTANT |s|Consultant Consultant NameEXECUTED this 2nd day of January, 2009, in the state of California, with the effective date as set forth above. THE COMPANY THE COMPANY, A MARYLAND CORPORATION By: |s|Name Its: Sr. EVP & CLO

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C#18CONSULTING AGREEMENT

This Consulting Agreement ("Consulting Agreement")is made and entered into as of July 1, 2010 ("Effective Date"),

by and betweenCompany, Inc. ("Company"),

and Consultant ("Consultant")(together, the "Parties").

Company desires to retain Consultant as an independent contractor to perform consulting services for Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

1. SERVICES AND COMPENSATION

Services . Consultant shall perform for the Company the services mutually agreed to between the Parties as and when reasonably requested by the Company's new CEO ("Services").

Fees . The Company shall pay Consultant at the rate of $466,818.18 per year on a pro rata monthly basis. Company will further pay for Consultant's reasonable travel and other travel-related expenses incurred in connection with Consultant's performance of the Services.

2. CONFIDENTIALITY

Definition . "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

Non-Use and Non-Disclosure . Consultant shall not, during or subsequent to the term of this Consulting Agreement, use Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Company or disclose Company's Confidential Information to any third party. It is understood that said Confidential Information will remain the sole property of Company. Consultant further shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.

Third Party Confidential Information . Consultant recognizes that Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes Company and such third parties, during the term of this Consulting Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Company consistent with Company's agreement with such third party.

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Return of Materials . Upon the termination of this Consulting Agreement, or upon Company's earlier request, Consultant shall deliver to Company all of Company's property or Confidential Information that Consultant may have in Consultant's possession or control.

3. OWNERSHIP

Assignment . Consultant agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, made or discovered by Consultant, solely or in collaboration with others, during the term of this Consulting Agreement which relate in any manner to the business of Company that Consultant may be directed to undertake, investigate or experiment with, or which Consultant may become associated with in work, investigation or experimentation in the line of business of Company in performing the Services hereunder (collectively, "Work Product"), are the sole property of Company. Consultant further shall assign (or cause to be assigned) and does hereby assign fully to Company all Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

Further Assurances . Consultant shall assist Company, or its designee, at Company's expense, in every proper way to secure Company's rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that Company deems necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Work Product, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Consultant further agrees that Consultant's obligation to execute or cause to be executed, when it is in Consultant's power to do so, any such instrument or papers will continue after the termination of this Consulting Agreement.

Pre-Existing Materials . Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (1) Consultant shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (2) Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company's prior written permission.

Attorney in Fact . Where Company is unable because of Consultant's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant's signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Work Product assigned to Company above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant's agent and attorney in fact, to act for and in Consultant's behalf and stead to execute and

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file any such applications and to do all other lawfully permitted acts tofurther the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Consultant.

4. CONFLICTING OBLIGATIONS

Conflicting Obligations/Restrictive Covenants . Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Consulting Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Consulting Agreement. Consultant explicitly agrees that during the Term of this Consulting Agreement (as defined under Section 5, below), Consultant shall not, other than on behalf of the Company or with the prior written consent of the Company, (i) serve as a partner, employee, independent contractor, consultant, advisor, officer, director, proprietor, manager, agent, associate, or (ii) directly or indirectly, own (except for passive ownership of one percent (2%) or less of any entity whose securities have been registered under the Securities Act of 1933 or Section 12 of the Securities Exchange Act of 1934), purchase, invest in, organize or take preparatory steps for the organization of, or (iii) directly or indirectly, build, design, finance, acquire, lease, control, operate, manage, invest in, work or consult for, or otherwise affiliate himself with, any firm, partnership, corporation, entity or business that is a Competing Business. For purposes of this Consulting Agreement, a "Competing Business" is any business enterprise that distributes through a multilevel marketing program or that engages in any activity that competes anywhere in the world with any activity in which the Company is then engaged, including sales or distribution of herbs, vitamins or nutritional supplements or any product, which the Company sells or distributes at the time of Executive's termination. Moreover, Consultant agrees not to influence or attempt to influence any employee, sales leader, manager, coordinator, consultant, supplier, licensor, licensee, contractor, agent, strategic partner, distributor, customer or other person to terminate his or her employment with the Company or modify any written or oral agreement, relationship, arrangement or course of dealing the Company; nor will consultant solicit for employment or employ or retain (or arrange to have any other person or entity employ or retain) any person who has been employed or retained by any member of the Company within the preceding twelve (12) months.

5. TERM AND TERMINATION

Term . This Consulting Agreement will commence on the Effective Date and will continue until the earlier of (1) the one year anniversary of the Effective Date or (2) termination as provided below.

Termination . Consultant may terminate this Consulting Agreement without cause upon giving one (1) month's prior written notice thereof to the Company in accordance with Section 6 of this Consulting Agreement. If Consultant terminates this Consulting Agreement under the prior sentence, Company shall pay to Consultant the fees for any Services performed before the effective date of termination and the rights of Executive under Section 6 of the Amendment to Consultant's Employment Agreement shall remain in full force and effect. Either party may terminate this Consulting Agreement prior to the expiration of its term in the event of a material breach of the terms or conditions of this Consulting Agreement by the other party, which breach is not cured within 30 days of written notice from the party not in breach. In addition to these

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rights of termination, each party will have the right, in the event of an uncured breach by the other party, to avail itself of all remedies or causes of action, in law or equity, for damages as a result of such breach. A material provision of this Consulting Agreement shall include but is not limited to Section 2.2 (Non-Use and Non-Disclosure), Section 4.1 of this Consulting Agreement (Conflicting Obligations), and Section 6.9 (Confidentiality of Consulting Agreement). Company may terminate this Consulting Agreement without cause at any time, provided that upon such termination all payments owing to Consultant for the remainder of the Term shall be paid monthly to Consultant through the end of the term (12 months).

Survival . Upon such termination all rights and duties of the parties toward each other will cease except:

a. Company shall pay amounts it is otherwise obligated to pay, including payments for the remainder of the term as specified above; and

b. Sections 2 (Confidentiality), 3 (Ownership), 4 (Conflicting Obligations), and 6 (Miscellaneous) will survive termination of this Consulting Agreement.

6. MISCELLANEOUS

Services and Information Prior to Effective Date . All Services performed by Consultant and all information and other materials disclosed between the parties prior to the Effective Date shall be governed by the terms of this Consulting Agreement, except where those Services are covered by a separate agreement between Consultant and Company.

Nonassignment/Binding Consulting Agreement . The parties acknowledge that the unique nature of Consultant's services is substantial consideration for the parties' entering into this Consulting Agreement. Neither this Consulting Agreement nor any rights under this Consulting Agreement may be assigned or otherwise transferred by Consultant, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Company. Subject to the foregoing, this Consulting Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.

Non-Solicitation . Consultant agrees, during the term of this Consulting Agreement and for a period of twelve (12) months immediately following the termination of this Consulting Agreement, not to directly or indirectly solicit any of the Company's employees to leave their employment at the Company.

Indemnity . Consultant agrees to indemnify and hold harmless the Company and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with (i) any grossly negligent, reckless or intentionally wrongful act of Consultant or Consultant's assistants, employees or agents, (ii) any material breach by the Consultant or Consultant's assistants, employees or agents of any of the covenants contained in this Consulting Agreement, (iv) any material failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any material violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Consultant under this Consulting Agreement.

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Notices . Any notice required or permitted under the terms of this Consulting Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address as follows:For the Company: Company, Inc. Attn: General Counsel Address UT For Executive: Name of Consultant Address UT

Either party may change its address for notices by notice to the other party given in accordance with this Section. Notices will be deemed given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service.

Waiver . Any waiver of the provisions of this Consulting Agreement or of a party's rights or remedies under this Consulting Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Consulting Agreement or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this Consulting Agreement and will not in any way affect the validity of the whole or any part of this Consulting Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Consulting Agreement will preclude the enforcement by such party of any other right or remedy under this Consulting Agreement or that such party is entitled by law to enforce.

Severability . If any term, condition, or provision in this Consulting Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Consulting Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

Integration . This Consulting Agreement, contain the entire agreement of the parties with respect to the subject matter of this Consulting Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Consulting Agreement may not be amended, except by a writing signed by both parties.Counterparts . This Consulting Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

Governing Law . This Consulting Agreement will be interpreted and construed in accordance with the laws of the State of Utah and the United States of America, without regard to conflict of law principles.

Independent Contractor . It is the express intention of the parties that Consultant is an independent contractor. Nothing in this Consulting Agreement, including the

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election of the Rules in the arbitration provision, will in any way be construed to constitute Consultant as an agent, employee or representative of Company, but Consultant shall perform the Services hereunder as an independent contractor. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant shall furnish all tools and materials necessary to accomplish this contract, and will incur all expenses associated with performance. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Consulting Agreement, and Consultant acknowledges its obligation to pay all self-employment and other taxes thereon.

Benefits . Consultant acknowledges that Consultant will receive no Company-sponsored benefits from Company that are available to employees, including without limitation paid vacation, sick leave, medical insurance, and 401K participation. If Consultant is reclassified by a state or federal agency or court as an employee, Consultant will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of Company's benefit plans in effect at the time of such reclassification Consultant would otherwise be eligible for such benefits.

Attorney's Fees . In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Consulting Agreement, the prevailing party will be entitled to reasonable attorney's fees, in addition to any other relief to which that party may be entitled.

Voluntary Nature of Consulting Agreement . The parties hereto acknowledge and agree that they are executing this Consulting Agreement voluntarily and without any duress or undue influence. The parties further acknowledge and agree that they have carefully read this Consulting Agreement and that they have asked any questions needed to fully understand the terms, consequences and binding effect of this Consulting Agreement. The parties further agree that they have been provided an opportunity to seek the advice of an attorney of their choice before signing this Consulting Agreement.

The parties have executed this Consulting Agreement below to indicate their acceptance of its terms.Consultant Company

Address: Address:

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CA#19


THIS AGREEMENT (the "Agreement") is made this 1st day of July, 2011, between Company Inc., a Nevada corporation (hereinafter referred to as the "Company), and Consultant Group, (CG), hereinafter referred to as "Consultant."

RECITALS

A. The Company desires to be assured of the association and services of Consultant in order to avail itself of Consultant's experience, skills, abilities, background and knowledge, to advise it upon administrative and business operations, and is therefore willing to engage Consultant upon the terms and conditions herein contained.

B. Consultant agrees to be engaged and retained by the Company and upon said terms and conditions.

NOW, THEREFORE, in consideration of the recitals, promises and conditions in this Agreement, the Consultant and the Company agree as follows:

1. CONSULTING SERVICES. The Company hereby retains Consultant to advise it regarding its administrative and business operations.

2. TERM. The term of this Agreement shall be for a period of twelve months commencing July 1, 2011, and is renewable for successive six month terms by mutual agreement of the parties.

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3. COMPENSATION OF CONSULTANT. The Company hereby agrees to compensate Consultant $1,000 per month payable on the first business day of the month.

4. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an employer-employee relationship. It is the intention of each party that Consultant shall be an independent contractor and not an employee of the Company. Consultant shall not have authority to act as the agent of the Company except when such authority is specifically delegated to Consultant by the Company. Subject to the express provisions herein, the manner and means utilized by Consultant in the performance of Consultant's services hereunder shall be under the sole control of the Consultant. All compensation paid to Consultant hereunder shall constitute earnings to Consultant from self-employment income. The Company shall not withhold any amounts therefrom as federal or state income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act (Social Security) or any similar federal or state law applicable to employers and employees.

5. NOTICES. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing or when deposited in the United States mail, postage prepaid, addressed to the other party at the address appearing at the end of this Agreement. Either party may change its address by written notice made in accordance with this section.

6. BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, administrators, executors, successors, subsidiaries and affiliates.

7. GOVERNING LAW. This Agreement is made and shall be governed and construed in accordance with the laws of the state of Washington and it is agreed that jurisdiction and venue of any actions pertaining to this Agreement will be in Spokane, Washington.

8. ASSIGNMENT. Any attempt by either party to assign any rights, duties or obligations which arise under this Agreement without the prior written consent of the other party shall be void, and shall constitute a breach of the terms of this Agreement.

9. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between the Company and the Consultant. No promises, guarantees, inducements, or agreements, oral or written, express or implied, have been made other than as contained in this Agreement. This Agreement can only be modified or changed in writing signed by the party or parties to be charged.

10. LITIGATION EXPENSES. If any action at law or in equity is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and disbursements in addition to any other relief to which it may be entitled.

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In witness whereof, the parties have executed the day and year first above written.

Company INC. CONSULTING GROUP, (CG)

BY: Name Name

Name, President Name

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COMPANY Consulting Agreement for Consultant Page ----- 1. Definitions................................................................... 1 2. Consulting Services........................................................... 2 3. Compensation for Consulting Services.......................................... 2 - 3 4. Payments Due Upon Termination of Consulting Agreement......................... 3 5. Covenant Not to Compete; Nonsolicitation; Disclosure.......................... 3 - 4 6. Confidentiality; Non-Disparagement............................................ 4 - 5 7. Release....................................................................... 5 8. Remedies...................................................................... 5 9. Assistance in Litigation...................................................... 5 10. Successors.................................................................... 5 - 6 11. Notices....................................................................... 6 12. Interpretation................................................................ 6 13. Arbitration................................................................... 6 14. Other Benefits................................................................ 6 15. No Duty to Mitigate........................................................... 6

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THIS CONSULTING AGREEMENT by and between Company, a Delaware corporation (the "Company"), and Consultant ("Consultant") shall become effective as of December 31, 2001 (the "Effective Date"). W I T N E S S E T H WHEREAS, the Company wishes to retain Consultant's services as a Management Specialist-Consultant and Consultant desires to accept the benefits and obligations of this Consulting Agreement during the period, which consulting services are to be provided hereunder, subject to the terms and conditions herein set forth. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company and Consultant hereby acknowledge, the Company and Consultant hereby agree as follows: 1. DEFINITIONS. (a) "Cause" shall mean (i) misfeasance or nonfeasance of duty by Consultant that was intended to or does injure the reputation of Company or its business or relationships; (ii) conviction of, or a plea of guilty or nolo contendere by Consultant to, any felony or crime; (iii) Consultant's failure to substantially perform his duties under this Consulting Agreement (except by reason of his Disability) after written notice from the Board and 15 days to cure such failure; (iv) dishonesty by Consultant in the performance of his duties under this Consulting Agreement; (v) willful and material breach of the restrictive covenants contained in this Consulting Agreement; or (vi) any violation by Consultant of his fiduciary obligations as a member of the Company's Board of Directors (the "Board"). (b) "Disability" means that Consultant has, in the Company's reasonable judgment, become physically or mentally incapacitated, and as a result, is or will be unable to perform his duties for a period of ninety (90) days or more. (c) "Voluntary Termination" means a termination by Consultant of his consulting arrangement with the Company at his own initiative other than due to his death or disability.

2. CONSULTING SERVICES.

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The provisions of this Section 2 will apply during the Consulting Term: (a) Consulting Term. For purposes of this Consulting Agreement, the Consulting Term shall be the period from the Effective Date until the earliest of (i) the first anniversary of such Effective Date (unless extended by mutual agreement of the parties), (ii) any termination of the consulting arrangements by Consultant, or (iii) any termination of Consultant's provision of consulting services by the Company. (b) Provision of Consulting Services by Consultant. During the Consulting Term, Consultant shall consult with the Company for approximately 50% of the hours worked by the Chief Executive Officer during the same time period, or 20 hours per week, whichever is greater. The Board, a Board committee, or the Chief Executive Officer, shall specify matters as to which Consultant shall consult. Such services shall be performed at the location (or locations) deemed appropriate by the Company or any of the above individuals. (c) Company Support. The Company will provide office space reasonably acceptable to Consultant for use in the performance of his consulting services, together with secretarial assistance and other facilities and amenities customary for the support of a provider of executive level services to the Company. (d) Non-Exclusive Commitment. Except to the extent Consultant is limited under Sections 5 and 6, this Consulting Agreement and Consultant's commitment under this Section 2 shall not restrict or limit Consultant during or after the Consulting Term (i) in making personal investments which are not in conflict with his duties to the Company and managing personal and family financial and legal affairs, (ii) in undertaking public speaking engagements, and (iii) in serving as a director of (or similar position with) any other business or any educational, charitable, community, civic, religious, or similar type of organization, so long as such activities do not preclude or render unlawful Consultant's consulting service to the Company or otherwise materially inhibit the performance of Consultant's duties under this Consulting Agreement or materially impair the business of the Company or its subsidiaries. 3. COMPENSATION FOR CONSULTING SERVICES. As compensation for the services to be rendered hereunder by Consultant during the Consulting Term, the Company agrees to pay to Consultant the compensation set forth in this Section 3: (a) Consulting Fee. During the Consulting Term, the Company will pay to Consultant during the Consulting Term a monthly cash-consulting fee equal to $12,500 ("Monthly Consulting Fee").

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(b) Non-Employee Director's Compensation. Consultant shall be entitled to be paid any fees otherwise payable to a non-employee Director while serving in such capacity during the Consulting Term, and shall not be excluded from payment of such fees on account of the payment of consulting fees or other compensation relating to consulting services provided to the Company under this Consulting Agreement.

(c) Additional Bonus. Upon each anniversary of the Effective Date during the Consulting Term, Consultant shall be entitled to be considered for an additional award as determined by the Board in its sole and absolute discretion. This award shall be targeted at 40% of the total consulting fees paid to Consultant over the prior 12 months (excluding any amounts paid to Consultant for his Board service) with a potential maximum payout of 80% of such consulting fees. The actual timing and form of such payment, if the Board is determines any payment is due, shall be at the Board's sole and absolute discretion. (d) Option Grant. Consultant shall be granted options within 30 days of the Effective Date of this Consulting Agreement to purchase 40,000 shares of the Company's common stock, such options to have a strike price equal to the fair market value of the Company's common stock on the grant date. The options shall vest on the first anniversary of the grant date. This option grant shall be in addition to any stock option grants made to Consultant from his service as a non-employee Director of the Company. (e) Reimbursement of Expenses. The Company will promptly reimburse Consultant for all reasonable business expenses and disbursements incurred by Consultant in the performance of Consultant's duties during the Consulting Term, in a manner consistent with the Company's reimbursement policies for senior executives as in effect from time to time. 4. PAYMENTS DUE UPON TERMINATION OF CONSULTING AGREEMENT. (a) Voluntary Termination or Termination for Cause. In the event of any Voluntary Termination of Consultant's consulting arrangement by Consultant or termination of such arrangement for Cause by the Company, (i) Consultant shall be entitled to receive any earned but unpaid consulting fees, (ii) Consultant's unvested stock options shall be immediately cancelled, and (iii) all remaining vested options held by Consultant shall be exercisable for a period of one year from the date of termination. (b) Involuntary Termination or Termination Without Cause. In the event of any termination of the consulting arrangement other than (i) a

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termination by the Company for Cause or (ii) a termination by Consultant other than a Voluntary Termination; then (x) Consultant shall be entitled to receive the remaining Monthly Consulting Fees on the same payment schedule that would have occurred had such termination not taken place, and (y) all unvested options granted by the Company hereunder and held by Consultant at the termination date shall become fully vested and exercisable, and shall remain exercisable for the remainder of the stated term of such options. 5. COVENANT NOT TO COMPETE; NONSOLICITATION; DISCLOSURE. (a) Non-Competition. Consultant agrees that from and after the date hereof during the Consulting Term and for a period of one (1) year thereafter, he will not, without the Company's written permission which may be given or withheld in the Company's sole and absolute discretion, directly or indirectly own, manage, operate, control, lend money to, endorse the obligations of, or participate or be connected as an officer, director, five (5%) percent or more stockholder of a publicly-held company, stockholder of a closely-held company, employee, partner, or otherwise, with any enterprise or individual engaged in a business which is competitive with the Platinum Group Metals business conducted by the Company. It iunderstood and acknowledged by both parties that, inasmuch as the Company transacts business worldwide, this covenant not to compete shall be enforced throughout the United States and in any other country in which the Company is doing business as of the date of termination of Consultant's provision of consulting services. (b) Non-Solicitation. During the Consulting Term and for a period of one year thereafter, Consultant shall not personally (and shall not personally cause others to) (i) take any action to solicit or divert any material business or customers away from the Company, (ii) induce customers, potential customers, suppliers, agents or other persons under contract or otherwise associated or doing business with the Company to terminate, reduce or alter any such association or business, or (iii) induce any person employed by the Company to (A) terminate such employment arrangement, (B) accept employment with another person, or (C) interfere with the customers or suppliers or otherwise with the Company in any manner. (c) Disclosure of Outside Activities. During the term of his provision of consulting services to the Company and for a period of one year thereafter, Consultant, shall at all times keep the Company informed of any outside business activity and employment, and shall not engage in any outside business activity or employment which may be in conflict with the Company's interests. 6. CONFIDENTIALITY; NONDISPARAGEMENT. (a) Non-Disclosure of Confidential Information. Consultant

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has acquired and will acquire certain "Confidential Information" of the Company. "Confidential Information" shall mean any information that is not generally known, including trade secrets, outside the Company and that is proprietary to the Company, relating to any phase of the Company's existing or reasonably foreseeable business, which is disclosed to Consultant by the Company including information, conceived, discovered or developed by Consultant. Confidential Information includes, but shall not be limited to, business plans, financial statements and projections, operating forms (including contracts) and procedures, payroll and personnel records, marketing materials and plans, proposals, software codes and computer programs, project lists, project files, price information and cost information and any other document or information that is designated by the Company as "Confidential." The term "trade secret" shall be defined as follows: A trade secret may consist of any formula, pattern, device or compilation of information which is used in one's business, and which provides to the holder an opportunity to obtain an advantage over competitors who do not know or use it. Accordingly, Consultant agrees that he shall never use for his own benefit such Confidential Information or trade secrets acquired during the term of this Consulting Agreement for his own benefit. Further, during the Consulting Term and for three years thereafter, Consultant shall not, without the Board's written consent or a person duly authorized thereby, which consent may be given or withheld in the Company's sole and absolute discretion, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Consultant of his duties, any Confidential Information or trade secrets obtained by him while providing services to the Company. (b) Non-Disparagement. Consultant agrees that, during the Consulting Term and at all times thereafter, he will not make any disparaging statements about the Company or its directors, officers or employees; provided that this prohibition shall not apply to truthful testimony as a witness, compliance with other legal obligations, or truthful assertion of or defense against any claim or breach of this Consulting Agreement, or to Consultant's truthful statements or disclosures to the Company's officers or directors, and shall not require Consultant to make false statements or disclosures. The Company agrees that, during the Consulting Term and at all times thereafter, neither the directors nor the officers of the Company nor any spokesperson for the Company shall make any disparaging statements about Consultant; provided that this prohibition shall not apply to truthful testimony as a witness, compliance with other legal obligations, truthful assertion of or defense against any claim of breach of this Consulting Agreement, or truthful statements or disclosures to Consultant, and shall not require false statements or disclosures to be made.

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7. RELEASE. Consultant agrees that, as a condition to receipt of the payments and benefits provided hereunder upon termination of Consultant's consulting relationship with the Company, Consultant will execute a release agreement, in a form reasonably satisfactory to the Company and Consultant, releasing any and all claims arising out of Consultant's consulting relationship (other than enforcement of this Consulting Agreement, Consultant's rights under any of the Company's incentive compensation and employee benefit plans and programs to which Consultant is entitled under this Consulting Agreement or otherwise, and any claim for any tort for personal injury not arising out of or related to Consultant's termination of employment or service). 8. REMEDIES. In the event of a breach or threatened breach by Consultant of the provisions of Section 5 or Section 6 of this Consulting Agreement, the Company shall be entitled to seek an injunction restraining Consultant from violating either of said provisions, or any other remedy, including the recovery of damages from Consultant. If Consultant breaches any of the provisions of Section 5 or Section 6 of this Consulting Agreement, nothing herein shall be construed as preventing the Company from withholding any payment or payments required to be made hereunder to Consultant. 9. ASSISTANCE IN LITIGATION. During the Consulting Term and at all times thereafter until the death or Disability of Consultant, Consultant shall, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is or may become a party. The Company will promptly reimburse Consultant for all reasonable business expenses and disbursements incurred by Consultant in providing such information and assistance in connection with litigation. 10. SUCCESSORS. (a) Nonassignable by Consultant. This Consulting Agreement is personal to Consultant and, without the Company's prior written consent, shall not be assignable by Consultant otherwise than by will or the laws of descent and distribution. This Consulting Agreement shall inure to the benefit of and be enforceable by Consultant's legal representatives. (b) Company Successors and Assigns. This Consulting Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) Obligations of Successor. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the Company's business and/or assets

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to assume expressly and agree to perform this Consulting Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Consulting Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Consulting Agreement by operation of law or otherwise. 11. NOTICES. All communications hereunder shall be in writing and delivered or mailed by registered mail to the Company at .. Avenue, …, MT …., Attention: Board of Directors, and to Consultant, at Regular Mail: …, Suite .., ……, ……….., South Africa or Fed Ex Address: …., ……, ……., Johannesburg, South Africa unless another address has been given to the other party hereto in writing. 12. INTERPRETATION. No provision of this Consulting Agreement may be altered or waived except in writing and executed by the other party hereto. No party shall be bound in any manner by any warranties, representations or guarantees, except as specifically set forth in this Consulting Agreement. This Consulting Agreement shall be interpreted under the laws of the State of Colorado, without regard to principles of conflicts of laws. 13. ARBITRATION. The parties agree that any dispute or controversy arising under or in connection with this Consulting Agreement shall be submitted to and determined by arbitration in Denver, Colorado in accordance with the Commercial Arbitration Rules of the American Arbitration Association and agree to be bound by the decision in any such arbitration provision. 14. OTHER BENEFITS. Nothing in this Consulting Agreement shall be interpreted as reducing or eliminating any benefits to which Consultant or Consultant's beneficiaries are entitled, without regard to this Consulting Agreement, under any plan or program of the Company following a termination of consulting services for any reason. 15. NO DUTY TO MITIGATE. In the event of any termination of consulting services triggering benefits under this Consulting Agreement, Consultant shall be under no obligation to seek other employment, and there shall be no offset against any amounts due to Consultant under this Consulting Agreement on account of the remuneration attributable to any subsequent employment that Consultant may obtain. Any amounts due under this Consulting Agreement upon termination of consulting services are in the nature of severance payments, or liquidated damages, or both, and are not in the nature of a penalty.

IN WITNESS WHEREOF, Consultant has hereunto set his hand and the Company has caused this instrument to be duly executed as of the day and year

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first above written. COMPANY By: /s/ Name --------------------------------------- Name: Name Title: Chairman and Chief Executive Officer /s/ Consultant ------------------------------------------- Consultant, individually

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CONSULTING AGREEMENTThis Consulting Agreement (the "Consulting Agreement")

is made as of April 19, 2006 (the Effective Date),by and between

Business Consulting, Inc., (BC ), Consultant(hereafter, Mr. Consultant and BC are collectively referred to as Consultant)

andCompany, Inc., a Nevada corporation (the "Company").

WITNESSETH WHEREAS, the Company is engaged in an Internet Protocol Television subscription based business that sells an internet appliance allowing subscribers to view content using proprietary hardware and software that connects a television set to the internet (the Business); and WHEREAS, Consultant has experience in the Business, and Consultant has been providing the Company with consulting services related to the Business since December 2005; and WHEREAS, the Company wishes to formally engage the Consultant in order to obtain the services of Mr. Consultant, all pursuant to the terms and provisions of this Consulting Agreement. NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows:

1. APPOINTMENT. The Company hereby engages Consultant and Consultant hereby agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. This Consulting Agreement is contingent on you executing the Nondisclosure and Development Agreement attached hereto as Exhibit A and upon you executing the Non-Competition Agreement attached hereto as Exhibit B.

2. TERM. The term of this Consulting Agreement is for no specific period of time. As a result, either you or the Company are free to terminate this Consulting Agreement at any time for any reason, with or without cause. This is the full and complete agreement between us on this term. Although the consulting duties and compensation may change from time-to-time, the at-will nature of this Consulting Agreement may only be changed in a document signed by Consultant and the Chief Executive Officer of the Company.

3. SERVICES. The services to be provided by Consultant hereunder shall be performed exclusively by Mr. Consultant, and Consultant agrees to make Mr. Consultant available to provide all of the services required to be provided hereunder. Mr. Consultant shall provide services as the President of the Company, and Mr. Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth. Mr. Consultant”s duties and responsibilities shall consist of all of the duties and responsibilities generally performed by Presidents of publicly traded companies. Consultant agrees that Consultant

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shall devote his full time and attention to his consulting services hereunder. Mr. Consultant shall report to the Board of Directors. 4. COMPENSATION. a. Cash Compensation . The Company shall compensate BC in US dollars in the amount of Twenty Thousand Dollars ($20,000.00) per month in exchange for Mr. Consultant’s services as the President of the Company. b. Business Expense Reimbursement . The Consultant shall be entitled to receive reimbursement for reasonable, out-of-pocket expenses incurred on behalf of the Company in accordance with the Company’s policies established by the Board of Directors.

5. INDEPENDENT CONTRACTOR. Nothing in this Consulting Agreement shall in any way be construed to constitute Consultant as an employee of the Company, but Consultant shall perform the services hereunder as an independent contractor. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Consulting Agreement, and Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. Consultant further agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on the Company (i) to pay in withholding taxes or similar items or (ii) resulting from Consultants being determined not to be an independent contractor. Consultant acknowledges and agrees, and it is the intent of the parties hereto, that Consultant receive no benefits from the Company, either as an independent contractor or employee. If Consultant is reclassified by a state or federal agency or court as an employee for tax or other purposes, Consultant will become a non-benefit employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the benefit plans or programs of the Company in effect at the time of such reclassification Consultant would otherwise be eligible for such benefits.

5. MISCELLANEOUS. This Consulting Agreement supersedes any prior representations or agreements, whether written or oral, between the Company and Mr. Consultant. To accept this Consulting Agreement, please sign and return this Consulting Agreement to the Company with the executed Nondisclosure and Development Agreement and the executed Non-Competition Agreement.

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 the Company and Consultant. 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 noted below or to such other address or facsimile telephone number as may have been furnished in writing.

Waiver: Any waiver by 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 to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions

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will not be considered a waiver or deprival of the right thereafter to insist upon adherence to that term or any other term of this Consulting Agreement. Governing Law: This Consulting Agreement is to be construed and enforced according to the laws of the State of California. This Consulting Agreement shall not be construed more strictly against one party than the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Company and Consultant have contributed substantially and materially to the negotiation and preparation of this Consulting Agreement.

Venue: Venue in any action arising from this Consulting Agreement shall be in Orange County, California.

Attorneys Fees: In connection with any controversy arising out of this Consulting Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs at pretrial, trial, and appellate levels from the non-prevailing party.

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. Entire Agreement: This Consulting Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes all prior arrangements, negotiations, and agreements between the parties with respect to such subject matter.

IN WITNESS WHEREOF, this Consulting Agreement has been executed as of the date first above written. COMPANY/s/ Name

Name CEO Company, Inc. ……….., California CONSULTANT (BC Business Consulting, Inc. and Consultant individually)By: /s/ Name Consultant

Name: Consultant Personally and as the President of BC Business Consulting, Inc. ……, California …….

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THIS CONSULTING AGREEMENT

is made and entered into as of September 23, 2010,

by and between

Company Holdings Corp., a Nevada corporation, with an address located at …..., …, BC, Canada …, (the "Company")

and

Consultant (the “Consultant”), an individual, with an address located at __________, with an effective date of September 23, 2010 (“Effective Date”).

Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS:

A.

The Consultant has the business development and financial expertise and experience to assist the Company;

B.

The Consultant is offering its services as a consultant to the Company;

C.

The Company desires to retain the Consultant as an independent consultant and to memorialize the Consultant’s work for the Company by entering into this written Agreement; and,

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D.

The parties agree that this Agreement reflects the entire understanding and agreements between the parties hereto.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions hereinafter set forth, the parties hereto agree as follows:

1. TERM & APPOINTMENT.

(a)

The Company hereby appoints Consultant to render those services as more specifically described in Section 2 hereof for the term of this Agreement.

(b)

Unless terminated at an earlier date in accordance with Section 6 of this Agreement or otherwise extended by agreement of the parties, the term of Consultant’s engagement with the Company shall be for an initial term of one (1) year (the“Initial Term”), commencing on the date hereof and shall continue thereafter until ended in accordance with this Agreement. In the absence of a Notice of Termination, as provided herein, this Agreement shall renew automatically on the anniversary date hereof, on a year by year term, for each of the successive two years (“Extended Term”) following the Effective Date. Provided, however, after the Initial Term, either Consultant or the Company will be entitled to terminate the engagement at any time and for any reason, with or without cause prior to the expiration of this Agreement. Any contrary representations which may have been made to Consultant are superseded by this Agreement. The nature of the engagement after the Initial Term may only be changed in an express written agreement signed by Consultant and a duly authorized officer of the Company.

2. SERVICES.

(a)

The Consultant’s services shall include but not be limited to business development services related to becoming a public company.

(b)

The Company hereby engages the Consultant and the Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the express intention of the parties to this Agreement, that the Consultant is an independent contractor, and not an employee or agent of the Company’s for any purpose whatsoever. It is understood, however, that the Consultant will maintain Consultant’s own business in addition to providing services to the Company. The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy and businesslike manner. In such capacity, Consultant will utilize only materials, reports, financial information or other documentation that is approved in writing in advance by the Company.

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(c)

The Consultant agrees to serve the Company faithfully and to the best of Consultant’s ability and to devote a reasonable amount of time, attention and efforts to the business and affairs of the Company during Consultant’s engagement by the Company. The Consultant hereby confirms that Consultant is under no contractual commitments inconsistent with Consultant’s obligations set forth in this Agreement and that during the term of this Agreement Consultant will not render or perform services for any other corporation, firm, entity or person, which are inconsistent with the provisions of this Agreement.

3. FEES & STOCK.

As consideration for Consultant’s Service, the Consultant shall receive ten thousand dollars ($10,000) (“Payment”).

4. OUT-OF-POCKET EXPENSES.

In addition to the compensation payable to Consultant pursuant to Section 3 hereof, the Company shall, at the direction of Consultant, pay directly, or reimburse Consultant for, its reasonable Out-of-Pocket Expenses. For the purposes of this Agreement, the term“Out-of-Pocket Expenses” shall mean the amounts actually paid by Consultant in cash in connection with its performance of the Services, including, without limitation, reasonable

(i) fees and disbursements (including underwriting fees) of any independent auditors, outside legal counsel, consultants, investment bankers, financial advisors and other Independent professionals and organizations,

(ii) costs of any outside services or independent contractors such as financial printers, couriers, business publications or similar services and

(iii) transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinary operations. Consultant shall not incur any Out-of-Pocket Expense in excess of five hundred dollars ($500) without the prior written authorization of the Company. The Company shall not be obligated to reimburse any Out-of-Pocket Expense in excess of this amount incurred by Consultant without the Company’s prior written authorization. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by Consultant to the Company of the statement in connection therewith.

5.Reserved.

6. TERMINATION.

(a)

Grounds for Termination. The Consultant’s engagement shall terminate prior to the expiration of the initial term set forth in Section 1(b) or any extension thereof in the event that at any time:

(i) The Consultant dies,

(ii) The Board elects to terminate this Agreement for“cause” (as defined below) and notifies the Consultant in writing of such election,

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(iii) Either party may terminate this Agreement at any time, for any reason or no reason, by providing forty-five (45) days written notice to the other; or

(iv) The Consultant elects to terminate this Agreement for “good reason” (as defined below) and notifies the Company in writing of such election.

If this Agreement is terminated pursuant to clause (i) or (ii) of this Section 6(a), such termination shall be effective immediately. If this Agreement is terminated pursuant to clause (iii) or (iv) of this Section 6(a), such termination shall be effective 45 days after delivery of the notice of termination.

(b)

Cause Defined. “Cause” means:

(i) The Consultant has breached the provisions of Section 2, 7, 8, or 9 of this Agreement in any material respect, and has failed to cure such breach within 30 days after receipt of written notice from the Company,

(ii) The Consultant has engaged in willful and material misconduct, including willful and material failure to perform the Consultant’s duties as an officer or Consultant of the Company and has failed to cure such default within 30 days after receipt of written notice of default from the Company,

(iii) The Consultant has committed fraud, misappropriation or embezzlement in connection with the Company’s business,

(iv) The Consultant has been convicted or has pleaded NOLO CONTENDERE to criminal misconduct (except for parking violations, occasional minor traffic violations and other similar minor violations), or

(v) The Consultant files for bankruptcy.

(c)

Effect of Termination. Notwithstanding any termination of this Agreement, the Consultant, in consideration of Consultant’s engagement hereunder to the date of such termination, shall remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of the Consultant’s engagement.

(d)

Surrender of Records & Property. Upon termination of Consultant’s engagement with the Company, the Consultant shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof that relate in any way to the business, products, practices or techniques of the Company, and all other property, trade secrets and confidential information of the Company, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company, which in any of these cases are in Consultant’s possession or under Consultant’s control.

(e)

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“GOOD REASON” DEFINED - Good Reason shall mean: (i) the assignment of the Consultant to duties inconsistent with the Consultant’s position or responsibilities as contemplated by Section 2(a), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Consultant; (ii) any material breach of this Agreement by the Company or any successor thereto; or (ii) a change of control as hereinafter defined.

(f)

The provisions of this Section 6, as well as, Sections 7, 8, and 9 and otherwise as the context so requires shall survive the termination of this Agreement.

7. INDEPENDENT CONTRACTOR STATUS.

Consultant understands that since the Consultant is not an employee of the Company, the Company will not withhold income taxes or pay any employee taxes on its behalf, nor will it receive any fringe benefits. The Consultant shall not have any authority to assume or create any obligations, express or implied, on behalf of the Company and shall have no authority to represent the Company as agent, employee or in any other capacity than as herein provided. The Consultant does hereby indemnify and hold harmless the Company from and against any and all claims, liabilities, demands, losses or expenses incurred by the Company if the Consultant fails to pay any applicable income and/or employment taxes (including interest or penalties of whatever nature), in any amount, relating to the Consultant’s rendering of consulting services to the Company, including any attorney’s fees or costs to the prevailing party to enforce this indemnity. The Consultant shall be responsible for obtaining workers’ compensation insurance coverage and agrees to indemnify, defend and hold the Company harmless of an from any and all claims arising out of any injury, disability or death of the Consultant.

8. CONFIDENTIAL INFORMATION

Except as permitted or directed by the Company’s Board of Directors, during the term of Consultant’s engagement or at any time thereafter, the Consultant shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of the Company that the Consultant has acquired or become acquainted with or will acquire or become acquainted with prior to the termination of the period of Consultant’s engagement by the Company (including engagement by the Company or any affiliated companies prior to the date of this Agreement) whether developed by Consultant self/herself or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, any customer or supplier lists of the Company, any confidential or secret development or research work of the Company, or any other confidential information or secret aspects of the business of the Company. The Consultant acknowledges that the above-described knowledge or information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Both during and after the term of Consultant’s engagement, the Consultant will refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information that is now published and publicly available or which subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as a direct or indirect result of the breach of this Agreement by the Consultant.

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9. MISCELLANEOUS

(a)

Facsimile Certification. A facsimile copy of this Agreement signed by any and/or all Parties shall have the same binding and legal effect as an original of the same.

(b)

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same instrument. Regardless of whether this Agreement is executed in one or more counterparts, each such counterpart may be executed by actual or facsimile signature(s).

(c)

Attorney’s Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys’ fees and costs in such litigation from the party or parties against whom enforcement was sought, subject to the provisions of paragraph 9(j).

(d)

Entire Agreement. This Agreement contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

(e)

Severability. If any provision of this Agreement, as applied to either party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall be deemed stricken from this Agreement and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement. In the event any such provision (the“Applicable Provision”) is so adjudged void or unenforceable, Consultant and Company shall take the following actions in the following order:

(i) seek judicial reformation of the Applicable Provision;

(ii) negotiate in good faith with each other to replace the Applicable Provision with a lawful provision; and

(iii) have an arbitration as provided in Paragraph 9(j) hereof determine a lawful replacement provision for the Applicable Provision; provided, however, that no such action pursuant to either of clauses (i) or (iii) above shall increase in any respect the Company’s or the Consultant’s obligations pursuant to the Applicable Provision.

(f)

Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors),

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whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

(g)

Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company.

(h)

No Implied Contract. The parties intend to be bound only upon execution of this Agreement and no negotiation, exchange or draft or partial performance shall be deemed to imply an agreement. Neither the continuation of work by Consultant nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of this Agreement.

(i)

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

(j)

Arbitration of Disputes.

(A)

Any controversy or claim by Consultant against Company or any of its parent companies, subsidiaries, affiliates (and/or officers, directors, employees, representatives or agents of Company and such parent companies, subsidiaries and/or affiliates), including any controversy or claim arising from, out of or relating to this Agreement, the breach thereof, or the termination thereof of Consultant by Company which would give rise to a claim under federal, state or local law (including, but not limited to, claims based in tort or contract, claims for discrimination under state or federal law, and/or claims for violation of any federal, state or local law, statute or regulation), or any claim against Consultant by Company (individually and/or collectively,“Claim[s]”) shall be submitted to an impartial mediator (“Mediator”) selected jointly by the parties. Both parties shall attend a mediation conference in San Diego, California and attempt to resolve any and all Claims. If the parties are not able to resolve all Claims, then upon written demand for arbitration to the other party, which demand shall be made within a reasonable time after the Claim has arisen, any unresolved Claims shall be determined by final and binding arbitration in

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San Diego, California, in accordance with the provisions of the American Arbitration Association (collectively,“Rules”) by a neutral arbitrator experienced in employment law, licensed to practice law in California. In no event shall the demand for arbitration be made after the date when the institution of legal and/or equitable proceedings based upon such Claim would be barred by the applicable statute of limitations. Each party to the arbitration will be entitled to be represented by counsel and will have the opportunity to take depositions in San Diego, California, of any opposing party or witnesses selected by such party and/or request production of documents by the opposing party before the arbitration hearing. By mutual agreement of the parties, additional depositions may be taken at other locations. In addition, upon a party's showing of need for additional discovery, the arbitrator shall have discretion to order such additional discovery. Consultant acknowledges and agrees that Consultant is familiar with and fully understands the need for preserving the confidentiality of Company's agreements with third parties and compensation of Company's employees. Accordingly, Consultant hereby agrees that to the extent the arbitrator determines that documents, correspondence or other writings (or portions thereof) whether internal or from any third party, relating in any way to Consultant’s agreements with third parties and/or compensation of other employees are necessary to the determination of any Claim, Consultant and/or Consultant’s representatives may discover and examine such documents, correspondence or other writings only after execution of an appropriate confidentiality agreement. Each party shall have the right to subpoena witnesses and documents for the arbitration hearing. A court reporter shall record all arbitration proceedings. With respect to any Claim brought to arbitration hereunder, either party may be entitled to recover whatever damages would otherwise be available to that party in any legal proceeding based upon the federal and/or state law applicable to the matter. The arbitrator shall issue a written decision setting forth the award and the findings and/or conclusions upon which such award is based. The decision of the arbitrator may be entered and enforced in any court of competent jurisdiction by either Company or Consultant. Notwithstanding the foregoing, the result of any such arbitration shall be binding but shall not be made public (including by filing a petition to confirm the arbitration award), unless necessary to confirm such arbitration award after non-payment of the award for a period of at least fifteen (15) days after notice to Company of the arbitrator's decision. Each party shall pay the fees of their respective attorneys (except as otherwise awarded by the arbitrator), the expenses of their witnesses, and all other expenses connected with presenting their Claims or defense(s). Other costs of arbitration shall be borne by Company. Except as set forth herein, should Consultant or Company pursue any Claim covered by this Section by any method other than said arbitration, the responding party shall be entitled to recover from the other party all damages, costs, expenses, and reasonable outside attorneys' fees incurred as a result of such action. The provisions contained in this Section shall survive the termination of the consulting services to Company. Notwithstanding anything set forth above, Consultant agrees that any breach or threatened breach of this Agreement may result in irreparable injury to the Company, and therefore, in addition to the procedures set forth above, Company may be entitled to file suit in a court of competent jurisdiction to seek a Temporary Restraining Order and/or preliminary or permanent injunction or other equitable relief to prevent a breach or contemplated breach of such provisions.

(B)

Waiver of Right to Jury Trial. Each party hereby waives such party’s respective right to a jury trial of any claim or cause of action based upon or arising out of this Agreement. Each party acknowledges that this waiver is a material inducement to each other party hereto to enter into the transaction contemplated hereby; that each other party has already relied upon this waiver in entering into this Agreement; and that each other party will continue to rely on this waiver in their futuredealings. Each party warrants and represents that such party has reviewed this waiver with such party’s legal counsel, and that such party has knowingly and voluntarily waived its jury trial rights following consultation with such legal counsel.

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(k)

Non-Disclosure. Except as may be required by law, neither Consultant nor the Company shall disclose the terms of this Agreement to persons not involved in the operation of the Company, and the Parties shall disclose the financial terms of the Agreement to those involved in the operation of the Company only as needed to implement the terms of the Agreement or carry out the operations of the Company. The above notwithstanding, the financial terms of the Agreement may be disclosed to: (i) either Party’s accountants, financial or tax advisors, and any potential investors in the Company, provided such persons agree not to disclose such terms of the Agreement further; and (ii) members of Consultant’s immediate family, provided such family members agree not to reveal the terms of the Agreement further.

(l)

Agreement to Perform Necessary Acts. Consultant and the Company agree to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

(m)

Independent Contractor. The relationship between Consultant and the Company is that of independent contractor under a “work for hire” arrangement. All work product developed by Consultant shall be deemed owned and assigned to Company. This Agreement is not authority for Consultant to act for the Company as its agent or make commitments for the Company. Consultant will not be eligible for any employee benefits, nor will the company make deductions from fees to the consultant for taxes, insurance, bonds or the like. Consultant shall not hold himself out as an officer, director or employee of the Company (unless Consultant is hereafter appointed to such position). Consultant retains the discretion in performing the tasks assigned, within the scope of work specified.

(n)

Taxes. Consultant agrees to pay all taxes that may be imposed upon Consultant with respect to the Fees paid to Consultant hereunder.

(o)

Governing Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall (with the exception of any applicable federal laws) be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles) of the State of Nevada, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of Nevada.

(p)

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Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives and, to the extent permitted by subsection (q), successors and assigns.

(q)

Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable (including by operation of law) by either party without the prior written consent of the other party to this Agreement, except that the Company may, without the consent of the Consultant, assign its rights and obligations under this Agreement to any corporation, firm or other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially all of its assets, or of which 50% or more of the equity investment and of the voting control is owned, directly or indirectly, by, or is under common ownership with, the Company. Provided such assignee explicitly assumes such responsibilities, after any such assignment by the Company, the Company shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 9. Compensation under this Agreement is assignable at the discretion of the Consultant.

(r)

Modification, Amendment, Waiver or Termination. No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement.

(s)

Notices. All notices, consents, requests, instructions, approvals or other communications provided for herein shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at the address set forth herein. All

If to the Company:

Company Holdings Corp.

Address

Tel. No.:…

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If to the Consultant:

Name of Consultant

______________________

______________________

Any party may change the address set forth above by notice to the other party given as provided herein.

(t)

Headings. The headings and any table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

(u)

Third-Party Benefit. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities of any nature whatsoever.

(v)

Preparation of Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement and each provision hereof. In the event any ambiguity, conflict, omission or other question of intent or interpretation arises, this Agreement shall be construed as if jointly drafted by the parties, and no presumption or burden of proof shall be presumed, implied or otherwise construed favoring or disfavoring any party by virtue of the authorship of this Agreement or of any provision hereof.

(w)

Absence of Warranties and Representations. Each party hereto acknowledges that they have signed this Agreement without having relied upon or being induced by any agreement, warranty or representation of fact or opinion of any person not expressly set forth herein or in the Disclosure Materials. All representations and warranties of either party contained herein shall survive its signing and delivery.

IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written.

Company HOLDINGS CORP.

Consultant: Consultant Name

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By:

/s/ Name

By:

/s/ Name

Name:

Name

Title:

Chief Executive Officer Name:

CA#23

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This Consulting Agreement is made and entered intoas of the 6th day of February, 2009,

by and betweenConsultant, Inc. (the "Consultant"), with a business address located at ……., Virginia

andCompany, Inc. , (the "Company"), with a business address located at ……., Building

……. New York .

WHEREAS , the Company has designed, developed and intends to commercialize certain paradigm-shifting technology in the automotive industry, including its [……………..]and, WHEREAS, the Consultant is a strategic planning, government relations, marketing and public relations company with experience in the national political scene for over thirty years; and, WHEREAS, the Consultant desires to assist the Company grow its business and commercialize its technology portfolio;

NOW THEREFORE, in consideration of the mutual promises made herein, the Consultant and the Company hereby agree to the following:

I. EXCLUSIVITY The Company hereby engages the Consultant on an exclusive basis for the term specified in Section II hereof to render consulting services to the Company as a strategic planning, governmental relations, marketing and public relations specialist upon the terms and conditions set forth herein.

II. TERM This Consulting Agreement shall be effective for one (1) year from the date hereof but is cancelable by either party at any time for nonperformance upon thirty (30) days written notice. The party seeking to cancel this Consulting Agreement will provide the other party with a written explanation of the item(s) constituting any alleged nonperformance in its thirty (30) day written notice and the nonperforming party shall have such thirty (30) day period within which to address the item(s) so specified and, if necessary, effect a cure so as to keep this Consulting Agreement in full force and effect. III. DUTIES AND RESPONSIBILITIES OF THE CONSULTANT During the term of this Consulting Agreement, the Consultant shall provide the Company with such regular and customary consulting services with respect to the commercialization of any or all of the Company's automotive technologies that are within the Consultant's expertise to deliver. It is understood and acknowledged by the Company that the Consultant shall be obligated to render its services in good faith and on a best efforts basis only. During the term of this Consulting Agreement, the Consultant's duties will include, but will not necessarily be limited to, providing services to the Company concerning the following matters:

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(A) The Consultant will provide recommendations with respect to and assist the Company secure mutually agreed upon financing (from $5,000,000 to $40,000,000, plus), both public and private, to be used by the Company to commercialize its technology portfolio. To this end, the Consultant will provide recommendations with respect to and assist in the structuring and implementing proposed transactions regarding the Company's automotive technologies. It is understood that the final acceptance of any proposed transaction will be at the sole discretion of the Company, and that the Consultant will have no authority to act on behalf of the Company; (B) The Consultant will render strategic planning, governmental relations, marketing and public relations services to the Company on an ongoing basis in connection with all of the Company's business strategies, including potential licenses, joint ventures and other business combinations.2

IV. DUTIES AND RESPONSIBILITIES OF THE COMPANY (A) During the term of this Consulting Agreement, the Company will provide the Consultant with all such documentation, including but not limited to, narrative and technical descriptions of its technologies, video presentations, data, documents and reports respecting its business and its technologies as Consultant deems necessary and/or appropriate to facilitate the performance of Consultant's responsibilities as set forth herein; (B) During the term of this Consulting Agreement, the Company will make any and all its personnel available at such times and places as Consultant considers necessary and/or appropriate and will complete all funding request applications and forms and provide all such documentation as Consultant considers necessary and/or appropriate to enable Consultant to assist the Company secure mutually agreed upon financing, both public and private.

V. CONSULTANT'S COMPENSATION; PAYMENT OF PRE-APPROVED EXPENSES (A) During the term of this Consulting Agreement, in consideration for the services to be rendered by the Consultant, the Company will pay the Consultant a consulting fee equal to $20,000 per month. Such payment shall be made to the Consultant based upon invoices submitted by the Consultant to the Company on or before the 15 th day of each calendar month commencing February 15, 2009. Such payment will be made within five (5) days after the Company's receipt of each such invoice, except that Consultant expressly agrees that unless and until the Company shall have secured the mutually agreed upon amount of financing as described in Article III (A), the Company will be obligated to pay Consultant only 20% of each such invoice, namely, $4,000 per month;

(B) Upon receipt by the Company of the mutually agreed upon amount of financing as described in Article III (A), the Company will pay Consultant an incentive fee equal to $100,000 for each $2,000,000 secured with the amount of such incentive fee prorated to the actual amount of funds secured;3 (C) Upon receipt by the Company of the mutually agreed upon amount of financing as described in Article III (A), the Company will pay the Consultant the aggregate amount owed to Consultant pursuant to the unpaid balances of the invoices furnished by the Consultant to the Company in accordance with Article IV

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(A) above; (D) During the term of this Consulting Agreement, the Company will reimburse Consultant for all reasonable and appropriate expenses incurred by Consultant in connection with its rendering of its services as recited herein provided that, Consultant agrees that no such expense will be incurred and no such expense will be reimbursed unless Consultant will have obtained the Company's written pre-approval of any such expense. The Consultant will invoice the Company with respect to any such pre-approved expenses at any time and from time to time during the term of this Consulting Agreement and the Company will reimburse Consultant all such invoiced, pre-approved expenses within five (5) days of the receipt of each such invoice.

VI. CONFIDENTIALITY The Consultant acknowledges that simultaneously with the execution of this Consulting Agreement, it has executed a Confidentiality Agreement with the Company and hereby agrees that all of the terms of such Confidentiality Agreement are hereby incorporated by reference into this Consulting Agreement as if specifically set forth herein.

VII. INDEPENDENT CONTRACTOR; TERMINATION FOR CAUSE (A) The Consultant shall perform its services hereunder as an independent contractor and not as an employee or agent of the Company or an affiliate thereof. It is understood and agreed to by the parties hereto that the Consultant shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time during the term of this Agreement. Each party shall be solely responsible for compliance with all state and federal laws pertaining to employment taxes, income withholding at the source, unemployment compensation contributions and other employment related statutes with respect to the consulting arrangement as set forth in this Consulting Agreement.4

(B) Notwithstanding the agreement of the parties to this Consulting Agreement's term as set forth in Article II, this Consulting Agreement may be terminated immediately by either party for any of the following reasons and upon such termination for any one or more of the reasons set forth below, the obligations of the nonbreaching party to the breaching party as set forth herein will immediately cease and be of no force and effect:

a) The Consultant discloses confidential information to the detriment of the Company and/or its business in violation of the Confidentiality Agreement executed by the Consultant and the Company; b) Either party is directed by a regulatory or governmental authority to terminate this Consulting Agreement or either party engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on the other party; c) Either party is convicted of or pleads nolo contendre to any felony (other than a felony resulting from a traffic violation); d) Either party commits an act of fraud against the other. For the purposes of this Article VII only, the term Consultant, Company and party shall include each entity's respective directors, officers, affiliates and associates.

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VIII. TERMINATION UPON FUNDING; FUTURE AGREEMENT (A) The Consultant and the Company agree that, upon receipt by the Company of the mutually agreed upon financing as described in Article III (A), this Consulting Agreement and all the obligations of one party to the other as set forth herein (other than Article V (B), (C) and (D) and Article VI) will terminate and be of no further effect; (B) In consideration of the performance by each of the parties, one to the other, of the responsibilities and duties as set forth in this Consulting Agreement and upon receipt by the Company of the mutually agreed upon financing as described in Article III (A), the Consultant and the Company hereby agree to use their best efforts to enter into a new contractual arrangement with a term of not less than two(2) years pursuant to which Consultant will perform such strategic planning, government relations, marketing and public relations services with respect to the commercialization of the Company's automotive technologies as are within the Consultant's expertise to deliver for which the Company will pay Consultant a retainer of $100,000, plus a fee equal to $40,000 per month during the term of any such agreement.5

IX. ENTIRE AGREEMENT This Consulting Agreement constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.

X. NOTICES All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by overnight mail service (e.g. Federal Express) to the party at the address set forth below or to such other address as either party may hereafter give notice of in accordance with the provisions hereof: if to the Company, to the address as follows: NameChief Executive OfficerAddress Telephone: …..Facsimile: …

Email: [email protected] and, if to the Consultant, to the address as follows: NamePresidentConsultant, Inc.AddressTelephone:

Email: [email protected]

XI. COUNTERPARTS

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This Consulting Agreement may be executed in any number of counterparts, each of which together shall constitute on one and the same original documents.

XII. AMENDMENT, MODIFICATION OR WAIVER No provision of this Consulting Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto.

XIII. TRANSFER, SUCCESSORS AND ASSIGNS The terms and conditions of this Consulting Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Consulting Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Consulting Agreement, except as expressly provided in this Consulting Agreement.

XIV. GOVERNING LAW This Consulting Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. The parties specifically agree that the jurisdiction and venue with respect to any dispute in any way relating to this Consulting Agreement shall lie with the Supreme Court for the Seventh Judicial District located in the County of Monroe, New York.

XV. SEVERABILITY If one or more provisions of this Consulting Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Consulting Agreement, (b) the balance of the Consulting Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Consulting Agreement shall be enforceable in accordance with its terms.7

XVI. DELAYS OR OMISSIONS No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise

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afforded to any party, shall be cumulative and not alternative. Executed as of the date above first written. Accepted and Agreed:

COMPANY, INC. By:

Name Chief Executive Officer

CONSULTANT, INC.

By: Name President

CA#24

CA#24


This Consulting Agreement (this "Agreement") is entered into as of October 17, 2007 between Company, Inc., a Delaware corporation (the "Company"), and Consulting GmbH (the "Consultant"). WHEREAS, the Company desires to obtain the benefit of the Consultant's knowledge and experience by retaining the Consultant, and the Consultant desires to accept such position, upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows: 1. Term of Agreement. The Company hereby agrees to retain the Consultant as a consultant, and the Consultant hereby agrees to be retained by the Company, upon the terms and subject to the conditions hereof for the period commencing on January 1, 2008 (the "Effective Date") and ending on the date which is the first annual anniversary of the Effective Date, unless earlier terminated pursuant to Section 5 hereof; provided, however, that this Agreement may be extended by the Company for additional one-year terms upon delivery of written notice of such renewal at least 60 days prior to the expiration of the term then in effect. 2. Consulting Services. During the Consulting Period, the Consultant shall be available to perform consulting services with respect to the businesses conducted by the Company. Such consulting services shall be related to such matters as the Chief Executive Officer of the Company may designate from time to time. The Consultant shall comply with reasonable requests for the Consultant's consulting services and shall devote reasonable time and reasonable best efforts, skill and attention to the performance of such consulting services, including travel reasonably required in the performance of such consulting services; provided, however, that the Consultant shall not be required to devote more than 72 hours during any calendar quarter during the Consulting Period to the performance of such consulting services. 3. Independent Contractor Status. The Consultant shall perform the consulting services described in Section 2 hereof as an independent contractor without the power to bind or represent the Company for any purpose whatsoever. The Consultant shall not, by virtue of being a consultant hereunder, be eligible to receive any employee benefits for which officers or other employees of the Company are eligible at any time. The Consultant hereby acknowledges its

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separate responsibility for all federal and state withholding taxes, Federal Insurance Contribution Act taxes and workers' compensation and unemployment compensation taxes, if applicable, and agrees to indemnify and hold the Company harmless from any claim or liability therefor. 4. Compensation. As compensation for the consulting services to be performed by the Consultant hereunder, the Company shall pay the Consultant a consulting fee at the rate of (euro)165,000 per annum, payable in equal monthly installments. The Company shall reimburse the Consultant, in accordance with the Company's policies and procedures, for all proper expenses incurred by the Consultant in providing consulting services hereunder. 5. Termination. (a) This Agreement may be terminated at any time by the Consultant on 30 days prior written notice to the Company. In the event of such termination by the Consultant, the Company shall pay to the Consultant any accrued and unpaid consulting fee payable to the Consultant pursuant to Section 4 hereof and shall reimburse the Consultant for expenses incurred by the Consultant pursuant to Section 4 hereof prior to the date of such termination. (b) This Agreement may be terminated at any time by the Company upon ritten notice to the Consultant in the event that the Consultant shall breach any covenant contained in Section 2, 6, 7 or 8 hereof. 6. Noncompetition; Nonsolicitation. (a) The Consultant acknowledges that during the Consulting Period it will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that the Consultant's services will be of special, unique and extraordinary value to the Company and its subsidiaries. (b) The Consultant agrees that during the Consulting Period it shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business that manufactures or sells Competing Products in any geographic area in which the Company or any of its subsidiaries is then conducting such business. "Competing Product" means any dispensing system including pumps, closures and aerosol valves. (c) The Consultant further agrees that during the Consulting Period it

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shall not (i) in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its subsidiaries except as is necessary to perform properly the Consultant's duties under this Agreement. (d) Nothing in this Section 6 shall prohibit the Consultant from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as the Consultant has no active participation in the business of such corporation. (e) If, at any time of enforcement of this Section 6, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section. 7. Confidentiality. The Consultant shall not, at any time during the Consulting Period, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its subsidiaries or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries ("Confidential Information"), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Consultant, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Consultant gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is necessary to perform properly the Consultant's duties under this Agreement. Promptly following the termination of the Consulting Period, the Consultant shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which it may then possess or have under the Consultant's control (together with all copies thereof). 8. Inventions. The Consultant hereby assigns to the Company its entire

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right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Consultant or developed or acquired by it during the Consulting Period, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries. The Consultant agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Consultant shall, upon the Company's request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries. 9. Enforcement. The parties hereto agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Section 6, 7 or 8 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Consultant agrees that it will submit itself to the jurisdiction of the courts of the State of Illinois in any action by the Company to enforce an arbitration award against it or to obtain interim injunctive or other relief pending an arbitration decision.

10. Representations. The Consultant represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Consultant does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Consultant is a party or by which it is bound, (ii) the Consultant is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Consultant, enforceable in accordance with its terms. 11. Survival. Sections 7, 8 and 9 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Consulting Period. 12. Arbitration. Any dispute or controversy between the Company and the Consultant, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois administered by the American Arbitration Association, with any such

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dispute or controversy arising under this Agreement being so administered in accordance with its Commercial Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Company and the Consultant. The Company and the Consultant acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. 13. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section) or (ii) sent by facsimile to the following facsimile number of the other party hereto (or such other facsimile number for such party as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section: If to the Company, to:

Company, Inc. Address Attn: Chief Financial Officer Fax: … If to the Consultant, to:

Consulting GmbH Address Germany 14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced

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in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 15. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof. 16. Successors and Assigns. This Agreement shall be enforceable by the Consultant and its successors and assigns, and by the Company and its successors and assigns. 17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws. 18. Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. 19. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY, INC. Name: Name----------- Signature: /s/ Name --------------- Title: Chairman of the Board --------------------- CONSULTING GMBH Name: Name -----------Signature: /s/ Name Accession No.:

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C#25SECOND CONSULTING AGREEMENT

This Second Consulting Agreement ("Second Consulting Agreement") is entered into as of February 23, 2005 by and between Consultant ("Consultant") and Company International Inc. (the "Company") (together, the "Parties") and will take effect on March 1, 2005 (the "Effective Date"). WHEREAS, the Consultant held the office of Executive Vice President of the Company; and WHEREAS, the Consultant resigned as an employee and officer of the Company on April 27, 2004 and is serving as a consultant to the Company from that date until February 28, 2005, which is the end of the term under the Consulting Agreement entered into as of April 27, 2004 between Consultant and the Company (the "First Consulting Agreement"); and WHEREAS, in his former capacity as Executive Vice President of the Company, and as a consultant to the Company during the term of the First Consulting Agreement, Consultant gained valuable and important knowledge about the Company and its operations, including knowledge regarding the Company’s relationship and negotiations with ABC Corp. ("ABC"); and WHEREAS, the management of the Company has determined that it is in the best interests of the Company and its shareholders that Consultant’s services continue to be retained on an hourly basis after the expiration of the First Consulting Agreement to permit the interim President and Chief Executive Officer and the General Counsel to avail themselves of Consultant’s knowledge and experience. NOW, THEREFORE, the Parties have agreed as follows: 1. Duties of Consultant. Consultant is hereby engaged by the Company to assist the Chief Executive Officer of the Company with respect to the Company’songoing relationship with , and to perform such other functions and tasks as assigned by the Chief Executive Officer of the Company from time to time. Consultant will act as an independent contractor in the performance of his duties under this Second Consulting Agreement. Consultant shall have the discretion, in consultation with the Company’s Chief Executive Officer and/or General Counsel to determine the manner and means by which he shall perform his duties and when and where such services shall be performed. These duties are independent of Consultant’s duties to cooperate under the Release and Settlement Agreement between Consultant and the Company dated April 27, 2004 (the "Settlement Agreement").

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2. Term. This Second Consulting Agreement shall be in effect from March 1, 2005 until September 30, 2005, unless earlier terminated by either party as set forth below (the "Second Term").

3. Compensation. In consideration for services requested by the Chief Executive Officer and/or the General Counsel of the Company and rendered by Consultant pursuant hereto, the Consultant shall be paid at an hourly rate of US$350. The Consultant shall provide a written itemization of the services rendered to substantiate the hours billed. Consultant shall only receive compensation for hours worked that are specifically authorized in advance by the Company’s Chief Executive Officer and/or General Counsel. The Company shall have no obligation under this Second Consulting Agreement to request services from Consultant at any given time. 4. Services Non-Exclusive. The Parties acknowledge that Consultant is free to engage in any activities outside those set forth in this Second Consulting Agreement and to render services to others, provided that such activities do not materially interfere with Consultant’s performance of his duties pursuant to this Second Consulting Agreement. By way of example, but without limiting the generality of the foregoing, activities which (i) consume so much of Consultant’s time that he is unable to fulfill his obligations in Paragraph 1, or (ii) present more than a de minimis possibility that Consultant will rely upon Confidential Information, as defined herein, in the performance of such activities, will be considered to materially interfere with Consultant’sperformance of his duties pursuant to this Second Consulting Agreement. Consultant is restricted from providing services to Individual L, Individual M, Company Inc. or DEF Corporation Limited ("DEF") during the Second Term other than in accordance with his DEF pension obligations. 5. Expenses. The Company will reimburse Consultant for reasonable travel and other expenses approved in advance by the Company and incurred in connection with the services provided by Consultant pursuant to this Second Consulting Agreement, provided that Consultant provides appropriate documentation to substantiate such expenses. 6. Confidentiality. "Confidential Information" means all information, knowledge and data relating to the business of the Company that is not in the public domain. "Confidential Information" includes, but is not limited to, trade secrets; financial information; manufacturing costs; pricing formulas; internal and external marketing plans, strategies and studies; new product plans; product manufacturing methods; inventory control methods; research and development techniques and activities; selling strategies and/or methods; lists of existing or potential vendors, suppliers, customers and advertisers; compilations and other materials developed by or on behalf of the Company (whether in written, graphic, audiovisual, electronic or other media, including computer software). "Confidential Information" shall further mean information, knowledge and data of

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any third party doing business with the Company, actively or prospectively, which such third party identifies as being confidential. "Confidential Information" shall also mean any areas of inquiry by the Special Committee of the Board of Directors of the Company (the "Special Committee") or the Company in accordance with Consultant’s cooperation obligation in the Settlement Agreement. "Confidential Information" does not include any information, knowledge or data that is in the public domain or otherwise publicly available (other than as a result of a wrongful act by Consultant or Consultant’s agent, or anyone else). Consultant agrees that he will not, during the Second Term or at any time thereafter, divulge to any person, directly or indirectly, any Confidential Information, except to the Company or its officers and agents, or as reasonably required in connection with his provision of consulting services to the Company, or with the prior written consent of the Company, or as required by law. Consultant further agrees not to use such Confidential Information, except on behalf of the Company or in furtherance of the Company’s interests. 7. Return of Company Property. Consultant agrees that if his consulting relationship with the Company is terminated for any reason, he will return all Company property, including but not limited to, records, papers and computer data and any copies thereof immediately upon such termination. Consultant acknowledges that all such papers, records, computer data and copies thereof are and remain the property of the Company. 8. Termination. This Second Consulting Agreement may be terminated by either party upon 10 days’; written notice. Upon the termination of this Second Consulting Agreement for any reason, Consultant shall be entitled to any earned but unpaid compensation set forth in Section 3 hereof. 9. Severability. If any provision of this Second Consulting Agreement is found to be unenforceable in whole or in part, it shall be construed or limited in such a way as to make it enforceable, consistent with the intentions of the parties. If such construction or limitation is not possible, the unenforceable provision will be stricken, and the remaining provisions of this Second Consulting Agreement will remain valid and enforceable. 10. No Employment Relationship. Nothing in this Second Consulting Agreement shall be construed to create an employment or agency relationship, partnership or joint venture between the parties. Consultant is an independent contractor and shall have no authority to bind or represent the Company. Except as otherwise provided herein and except for the Company’s "cashless" stock option exercise program with respect to the options described in Section 12 herein, Consultant shall not be entitled to participate in and/or receive any benefits which may be offered to the Company’s employees from time to time. Consultant shall be responsible for the payment of any and all taxes and withholding obligations associated with the consulting fees paid to him hereunder.

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11. Successors. The Second Consulting Agreement shall apply to, and inure to the benefit of, the successors and assigns of the Company. 12. Entire Agreement. Upon the Effective Date, this Second Consulting Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements, understandings, and commitments between the Parties with respect to the subject matter hereof, including but not limited to the First Consulting Agreement. Notwithstanding the foregoing, (A) the following two obligations of the First Consulting Agreement are continuing and shall survive the termination of this Second Consulting Agreement for any reason: (i) the confidentiality obligations under Section 7 of the First Consulting Agreement; and (ii) the Company’sobligation to take all actions necessary to vest the options that vest on February 5 and 6, 2005 under the First Consulting Agreement provided that the First Consulting Agreement has not been terminated by Consultant or terminated for cause by the Company under Section 4B of the First Consulting Agreement, in which case the Consultant shall forfeit the Continuing Options (as defined in the First Consulting Agreement) retroactive to the date of the First Consulting Agreement; and (B) this Second Consulting Agreement does not supersede or replace the Settlement Agreement, which remains in full force and effect from and after the date hereof, subject to the approval of the Delaware Chancery Court as described in the Settlement Agreement. No provision of this Second Consulting Agreement may be terminated, modified, or waived, by course of dealing or otherwise, unless such termination, modification, or waiver is set forth in a written agreement referencing this Second Consulting Agreement and executed by the Consultant and the Chief Executive Officer of the Company. 13. No Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions contained in this Second Consulting Agreement shall not operate as a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more time be deemed a waiver or relinquishment of such right or power at any other time. 14. Governing Law; Choice of Forum; Jury Waiver. This Second Consulting Agreement and any claim related directly or indirectly to this Second Consulting Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. All disputes arising out of or relating to this Second Consulting Agreement or its breach shall be resolved in the courts located within the State of Delaware, New Castle County, and Consultant and the Company hereby submit exclusively to the jurisdiction and venue of those Delaware courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING OUT OF THIS SECOND CONSULTING

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AGREEMENT. [SIGNATURES APPEAR ON NEXT PAGE] IN WITNESS WHEREOF, the Parties have executed this Second Consulting Agreement as of the date first above written. ABC INTERNATIONAL INC. By: ------------------------------ Name: ---------------------------- Title: --------------------------- CONSULTANT ---------------------------------

Name

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This CONSULTING AGREEMENT (the "Consulting Agreement") dated as of January 24, 2007, is hereby made by and between Company Corporation, a Delaware corporation (the "Company"), and Executive ("Executive").

WHEREAS, the Executive has given the Company notice that he will retire from his position with the Company effective as of February 28, 2007 (the "Effective Date"); and

WHEREAS, as a result of his employment the Executive has a substantial amount of knowledge regarding the business of the Company that may be useful to the Company and the Company desires to secure the Executive's agreement, inter alia , to provide the Company with consulting services from time to time.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

1. Consulting Period . The term of this Consulting Agreement will commence on April 1, 2007 and continue until terminated by the Company or Executive (the "Consulting Period") pursuant to Section 8.

2. Duties . During the Consulting Period, Executive agrees to make himself available, as and when requested by the Company, to assist the Company, its affiliates and its subsidiaries (the "Affiliated Group") in the development of business strategies and provide such other assistance as is requested by the Company (the "Consulting Services").

3. Compensation . During the Consulting Period, Executive shall receive a monthly retainer in an amount equal to $20,000, which shall be paid to him on or about the 1 st day of each calendar month.

4. Expenses . The Company will reimburse Executive for those reasonable and customary direct costs and expenses that are incurred by Executive in performing services under this Consulting Agreement, including reasonable and customary travel, food and lodging. The Company will also provide to the Executive reasonable resources necessary for performing the requested Consulting Services.

5. Release . In consideration of the consulting arrangement set forth above, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the "Released Parties") from any and all claims, charges, complaints,

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demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys' fees and costs), of every kind and nature that Executive ever had or now has against the Released Parties, as a result of any wrongful act or omission by any of the Releasees, either individually or collectively, prior to the date of this Agreement; provided , however , that nothing in this agreement prevents Executive from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that Executive acknowledges that he may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding); and provided further that for the avoidance of doubt this release is not intended to release any rights Executive may otherwise have under the Company's equity compensation, retirement or benefit plans.

6. Confidentiality . Executive agrees with the Company that he will not at any time during or after the Consulting Period, except in performing the Consulting Services, directly or indirectly, use, disclose, or publish, or knowingly or negligently permit others not so authorized to use, disclose, or publish, any Confidential Information that Executive may learn or become aware of in connection with or as a result of the Consulting Services. "Confidential Information" includes, without limitation, any matters protected under the Uniform Trade Secrets Act; any information with respect to the business of the Company or of any of its affiliates that neither the Company nor any of its affiliates has previously disclosed to the public; and confidential and proprietary information and trade secrets that third parties entrust to the Company or any of its affiliates in confidence. Executive confirms that all assets and properties of the Company and its affiliates, including without limitation Confidential Information, is and must remain the exclusive property of the Company or the relevant affiliate thereof. All such assets and property, including without limitation all office equipment (including computers) Executive receives from the Company or any affiliate thereof in the course of the Consulting Services and all business records, business papers, and business documents Executive keeps or creates, whether on digital media or otherwise, in the course of the Consulting Services relating to the Company or any affiliate thereof, must be and remain the assets and property of the Company or the relevant affiliate. Upon the termination of the Consulting Services or upon the Company's request at any time, Executive must promptly deliver to the Company or to the relevant affiliate all such assets and property. Executive agrees that he will not retain any such assets or property, including without limitation copies, excerpts, summaries, or compilations of the foregoing information, records and documents.

7. Independent Contractor . Executive and the Company understand and acknowledge that Executive's relationship with the Company is that of an independent contractor and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture or employment relationship between Executive on the one hand and the Company on the other hand. Executive further acknowledges that neither he nor any individual employed by him or acting on his behalf will be treated or regarded as a Company employee under the laws or regulations of any government or governmental agency. Executive will be the sole judge of the means, manner and method by which he

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will perform the Consulting Services, the times at which the Consulting Services will be performed (within the deadlines and other parameters reasonably established by the Company) and the sequence of performance of the Consulting Services. The Company does not have the authority to supervise or control the actual work of Executive. It is further agreed that the Company: (i) will have no obligation to provide Executive with any business registrations or licenses required to perform the Consulting Services; (ii) does not pay Executive a salary or hourly rate; (iii) does not provide tools to Executive; (iv) does not dictate the time of performance of the Consulting Services by Executive; and (v) will not combine business operations with Executive, but instead will keep the operations of Executive and the Company separate. Executive acknowledges that he is solely responsible for the payment of all Federal, state, local and other taxes that may result with respect to the payment of the consulting fees (including any taxes and penalties arising under Section 409A of the Internal Revenue Code of 1986) and the Company shall not be in any way liable for any such taxes or penalties. The Executive also acknowledges that the retention of the Executive to perform the Consulting Services will not be considered an "immediate rehiring" of the Executive as an independent contractor under the Company's 1998 Stock Option Plan, as amended.

8. Termination . The Company or the Executive may terminate this Consulting Agreement, at any time (1) for any or no reason, upon thirty (30) days notice to the other party hereto, or (2) immediately upon a material breach of the Agreement by the other party which breach has not been remedied by the other party within 10 days following such other party's receipt of notice of the breach.

9. Successors . This Consulting Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive. This Consulting Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

10. Miscellaneous .

(a) This Consulting Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Consulting Agreement are not part of the provisions hereof and shall have no force or effect. This Consulting Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Executive: Name

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Address

If to the Company: Company Corporation Address Attn: Senior Vice President -- General Counsel

or to such other address as any of the parties shall have furnished to the others in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) No breach of any provision hereof can be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

(d) The parties to this Consulting Agreement acknowledge that such agreement is the result of good faith negotiations between the parties through their respective counsel. Any statute or rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation or enforcement of this Consulting Agreement.

(e) The invalidity or unenforceability of any provision of this Consulting Agreement shall not affect the validity or enforceability of any other provision of this Consulting Agreement. Any determination by a court of competent jurisdiction that any of provision of this Consulting Agreement is wholly or partially unenforceable in any jurisdiction shall not be a bar to or in any way diminish the rights of the Company to enforce any such covenant in any other jurisdiction.

(f) Executive hereby agrees to report any amounts paid or benefits provided under this Consulting Agreement for purposes of Federal, state and local income, employment and excise taxes in a manner consistent with the manner in which the Company reports any such amounts and benefits and that Executive shall cooperate with the Company in good faith in connection with any valuation of the restrictions and obligations of this Consulting Agreement.

(g) As of the Effective Date, this Consulting Agreement shall supersede any other agreement, written or oral, pertaining to the subject matter of this Consulting Agreement.

(h) The parties hereto, and each of them, further represent and declare that they have carefully read this Consulting Agreement and know the contents thereof and that they sign the same freely and voluntarily.

(i) This Consulting Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same instrument.

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(j) The parties hereto acknowledge that the Retirement Agreement dated as of November 15, 2004 by and between the Company and the Executive remains in full force and effect.

IN WITNESS WHEREOF, and intending to be legally bound by this Consulting Agreement, Executive has hereunto set Executive's hand and the Company has caused these presents to be executed in its name on its behalf.Company CORPORATIONBy: |s|Name Name: NameTitle: EVP, CFODate: 1/24/07

|s|NameName: NameDate: 1/24/07

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Effective Date: February 21, 2002

Consultant: Mr. X

Address: XXX

Phone: xxx-xxx-xxx This Consultant Agreement ("Agreement") is effective on the effective date identified above ("Effective Date") between COMPANY A, INC., a Delaware corporation with offices at The Prominence at XXX, ("Company A") and the consultant identified above ("Consultant"). 1. ENGAGEMENT FOR SERVICES. Company A hereby engages Consultant and Consultant agrees to be so engaged on the terms and conditions set forth in this Agreement to perform certain services as described on EXHIBIT A attached hereto (the "Services"). Consultant shall undertake and accomplish the Services with quality standards accepted by Company A and shall provide to Company A in regular intervals (as reasonably requested by Company A) interim reports detailing the activities and accomplishments concerning the Services performed. In performing the Services, Consultant shall communicate with the Company A manager specified on EXHIBIT A. 2. FEES. Company A shall pay Consultant for the Services at the rates as specified in EXHIBIT A. Company A shall reimburse Consultant for all actual, reasonable, out-of-pocket expenditures incurred in connection with Services provided that such expenses are authorized by Company A in writing in advance. Unless Company A agrees otherwise, all airline and lodging reservations shall be made by Company A travel coordinators. Consultant shall not be entitled to any other compensation for such Services. It is expressly understood that Consultant shall have no interest in or claim to any billings by Company A to its clients for professional services that may be generated in connection with the Services hereunder. Unless otherwise specified on EXHIBIT A, Consultant will submit invoices for the previous month period on a monthly basis. Each invoice will specify the hours spent on the Services, an itemization of the expenses, as well as any other supporting documentation which Company A reasonably requests. Company A will pay undisputed invoices within thirty (30) days of its receipt and approval of the same. 3. RELATIONSHIP OF THE PARTIES. 3.1. INDEPENDENT CONSULTANT. Consultant acknowledges that Consultant is

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an independent Consultant and that Consultant is fully responsible for Consultant’s own federal, state and local taxes and that, as an independent Consultant, neither Consultant nor its employees is eligible to participate in any employee benefit program offered by Company A to its employees. Consultant further understands and agrees that Consultant is not covered under Company A’s worker’s compensation insurance or state unemployment insurance coverages. Consultant expressly represents that it is an independent Consultant under the laws of the United States and the common law and acknowledges that Company A is relying upon this representation. It is understood that Consultant maintains an independent business and, subject to the provisions of this Agreement, may work on other projects during or after the term of this Agreement. However, Consultant will use his or her best efforts to insure the timely and proper completion of the Services. Company A and Consultant acknowledge and agree that this Agreement does not constitute or appoint Consultant as an agent of Company A for any purpose whatsoever. Consultant is prohibited from acting as, or holding itself out, as agent of Company A. 3.2. METHOD OF PERFORMING SERVICES. Consultant will determine the method, details and means of performing the Services to be carried out hereunder. Consultant will observe at all times the security and safety policies of Company A and its clients while on their premises. In addition, Company A shall be entitled to exercise a broad general power of supervision and control over the results of work performed by Consultant to ensure satisfactory performance. This power of supervision includes the right to inspect, stop work, make suggestions and recommendations as to the details of the Services, and request modifications to the scope of the Work Order; provided however that if any change results in a change to the scope of Services or estimated charges from that originally agreed upon as set forth in the Services, such change must be agreed to in writing signed by both parties. 4. TERM AND TERMINATION. Unless earlier terminated pursuant to the terms set forth in the following section, this Agreement shall remain in effect until all Services are complete, but in any case the Agreement shall terminate one (1) year after the Effective Date. Company A may terminate this Agreement at any time upon verbal or written notice to Consultant. Consultant acknowledges the nature of the Services to be provided under this Agreement and the importance to Company A of the reputation, skill, judgment and competency of all individuals and entities associated with Company A. Company A reserves the right to replace or discontinue its association with any individual or entity at any time, in whole or in part, within Company A’s sole discretion. Consultant may terminate this Agreement at any time upon at least two (2) weeks prior written notice. In addition, either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach by the other party of the terms of this Agreement. In the event any Services are outstanding upon the termination or expiration of this Agreement, then, at the request of Company A, Consultant agrees to complete such Services or provide assistance as

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reasonably requested by Company A to transition the completion of such Services to Company A or a third party designated by Company A; provided that Company A agrees to pay for all such Services and transition assistance after the termination or expiration of this Agreement at the rates set forth herein unless the parties agree in writing otherwise. Upon the expiration or termination of this Agreement or, if requested to complete Services and/or transition services in accordance with the preceding sentence, then upon the completion of such Services and/or transition services, Consultant (a) shall cease all performance of the Services; (b) shall immediately provide to Company A, without cost to Company A, work product and files developed by Consultant under this Agreement, in whatever state of completion; and (c) shall immediately return to Company A all Company A property, including, but not limited to, its Confidential Information and any hardware, software, office supplies or other equipment, materials or property that were provided by Company A. Within ten (10) days of the expiration or termination of this Agreement, Consultant shall provide Company A with a signed written statement certifying that it has returned all Company A property to Company A and complied with this Section 4. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Consultant of its obligation to pay all fees that have occurred or are otherwise owed by Consultant under this Agreement. Upon termination or expiration of this Agreement, all provisions of this Agreement concerning the ongoing interests of the parties shall continue and survive in full force and effect, including without limitation. Sections 4 through 10. 5. WARRANTIES AND REPRESENTATIONS. Consultant represents and warrants to Company A that: (a) Consultant has full right and power to enter into this Agreement; that the deliverables will be original; that the deliverables will not contain any libelous or otherwise unlawful material or violate any copyright, trademark, patent, or other intellectual property right; and that the deliverables will not violate any personal or proprietary right of any person or entity; (b) Consultant will comply at all times with all applicable laws and regulations of any jurisdiction in which Consultant acts; (c) Consultant will perform the Services in a good and workmanlike manner consistent with generally accepted industry standards and will operate in a professional and ethical manner in the execution of all Services under this Agreement; (d) Consultant will comply at all times with all security provisions in effect from time to time at Company A’s premises or client’s premises, with respect to access to premises, and all materials belonging to Company A or client; (e) Consultant shall not use Company A’s name in any promotional materials or other communications with third parties without Company A’s prior written consent; (f) Consultant will not unlawfully use or disclose the trade secrets or proprietary information of third parties; (g) Consultant will not utilize any program belonging to Company A without Company A’s permission; (h) Consultant will not utilize any third party program without the prior consent of Company A

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and the right to do so; (i) Consultant will not discriminate, joke, condone stereotypes or engage in other prejudicial or offensive behavior, on the basis of sex, age, religion, race, color, national origin, disability, or any other category protected by law; (j) Consultant will not engage in unwelcome sexual advances to any individual, including, without limitation, verbal and physical conduct; and (k) Consultant will notify Company A in writing of any potential or actual conflict of interest between Consultant and Company A. 6. WORK PRODUCT. For purposes of this Agreement, "Work Product" shall mean the data, materials, documentation, computer programs, inventions (whether or not patentable), pictures, audio, video, artistic works, and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret, confidential information, or other property right, created or developed in whole or in part by Consultant, whether prior to the date of this Agreement or in the future, while retained by Company A and that either (i) is created within the scope of the Services or (ii) has been or will be paid for by Company A. All Work Product shall be considered work made for hire by the Consultant and owned by Company A. If any of the Work Product may not, by operation of law, be considered work made for hire by Consultant for Company A, or if ownership of all right, title, and interest of the intellectual property rights therein shall not otherwise vest exclusively in Company A, Consultant hereby assigns to Company A, and upon the future creation thereof automatically assigns to Company A, without further consideration, the ownership of all Work Product. Company A shall have the right to obtain and hold in its own name copyrights, registrations, and any other protection available in the Work Product. Consultant agrees to perform, during or after Consultant’s engagement, such further acts as may be necessary or desirable to transfer, perfect, and defend Company A’s ownership of the Work Product that are reasonably requested by Company A. To the extent that any preexisting materials are contained in the materials Consultant delivers to Company A or Company A’s customers, Consultant grants to Company A an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) use and distribute (internally or externally) copies of, and prepare derivative works based upon, such preexisting materials and derivative works thereof, and (ii) authorize others to do any of the foregoing. 7. INTELLECTUAL PROPERTY RIGHTS. Company A, its affiliates and/or its licensors are the owners of all intellectual property rights, including without limitation patent, trademark, copyright, and trade secret rights, in any intellectual property, including without limitation any software, and the techniques and ideas embodied and expressed in the foregoing, that are provided to Consultant pursuant to the terms of this Agreement ("Intellectual Property"). Any Intellectual Property provided to Consultant by Company A may only be used by Consultant in order to facilitate the Services during the term of this Agreement. Consultant acknowledges that, except for the limited license granted

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hereunder, Consultant has no rights in or to the Intellectual Property or any copies thereof and Consultant shall not at any time during and after the expiration or termination of this Agreement in any way question or dispute the ownership or any other such rights by Company A; cause or permit reverse engineering, disassembly, embedding, decompilation, use, or other modification of the Intellectual Property; or copy, duplicate or reproduce the Intellectual Property. To the extent Consultant is permitted to make copies hereunder, Consultant shall include Company A’s copyright, trademark, service mark, and other proprietary notices on any complete or partial copies of the Intellectual Property in the same form and location as the notice appears on the original diskette or tape jackets, as appropriate. 8. RESTRICTIVE COVENANTS. 8.1. NONDISCLOSURE. During the course of carrying out the Services, Consultant may have access to Confidential Information (as defined below) of Company A. In connection therewith, Consultant will hold in confidence and, without the consent of Company A, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information. Consultant may only use the Confidential Information as necessary for performing Services of this Agreement. Consultant acknowledges and agrees that its duty hereunder extends to both Confidential Information of Company A, its licensors, affiliates, partners, and clients. Unless otherwise expressly authorized in writing by Company A, all Confidential Information of Company A made available to Consultant, including copies thereof or any notes, records, data, memoranda or models of any nature that embody the Confidential Information, shall be returned to Company A and all electronic copies of any Confidential Information shall be destroyed upon the first to occur of expiration or termination of this Agreement or request by Company A. Confidential Information shall not include information if and only to the extent that Consultant establishes that the information: (a) is or becomes a part of the public domain through no act or omission of the Consultant; (b) was in the Consultant’s lawful possession prior to the disclosure and had not been obtained by the Consultant either directly or indirectly from Company A; (c) is lawfully disclosed to the Consultant by a third party without restriction on disclosure; (d) is independently developed by the Consultant; or (e) is disclosed by the Consultant pursuant to a requirement of a governmental agency or by operation of law, provided that the Consultant shall disclose only that part of the Confidential Information which it is required to disclose and shall notify Company A of such Confidential Information prior to such disclosure in order to provide Company A an opportunity to seek an appropriate protective order or other relief to prevent such disclosure. The Consultant shall cooperate fully in all efforts to prevent disclosure of Company A’s Confidential Information. The obligations of Consultant with regard to the Confidential Information that constitutes trade secrets remain in effect for as long as such information shall remain a trade secret under applicable law and, with regard to all other Confidential

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Information, shall remain in effect during the term of this Agreement and for three (3) years thereafter. As used herein, "Confidential Information" means (i) information of Company A in all forms which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, as well as (ii) other information that is provided to or obtained by Consultant and that is valuable to Company A and not generally known by the public. 8.2. CUSTOMER NONSOLICITATION. Consultant agrees that during the term of Consultant’s engagement with Company A ("Restrictive Period") Consultant shall not for any reason, on Consultant’s own behalf or on behalf of any person, firm, partnership, association, corporation, limited liability company or business organization, entity or enterprise, other than Company A, solicit, contact, or call upon any customer or prospective customer of Company A, or any representative of any customer or prospective customer of Company A, with a view to sell or provide any deliverable or service competitive with any deliverable or service sold or provided or under development by Company A in Company A Business (as defined below) during the two (2) years immediately preceding the termination of this Agreement ("Limitation Period"), provided that the restrictions and set forth in this paragraph shall apply only to customers or prospective customers of Company A, or representatives of customers or prospective customers of Company A, with which Consultant had contact during the Limitation Period as a result of being retained by Company A. As used herein, "Company A Business" shall mean "Company A Business" shall mean the business of selling software products and services for the enterprise application or business to business integration market or the supply chain application software market. 8.3. EMPLOYEE NONRECRUIT. During the Restrictive Period Consultant agrees that Consultant shall not recruit, hire or assist others in calling upon, recruiting or soliciting any person who is or was an employee of Company A during the Limitation Period, for the purpose of having such person work in a similar capacity for any other corporation, association, entity, or business providing services competitive with Company A Business. 8.4. ACKNOWLEDGEMENTS. The parties agree that: (i) the periods of restriction contained in this Agreement are fair and reasonable in that they are reasonably required for the protection of Company A; (ii) by having access to information concerning employees and actual or prospective customers of Company A, Consultant shall obtain a competitive advantage as to such parties; (iii) the covenants and agreements of Consultant contained in this Agreement are reasonably necessary to protect the interests of Company A in whose favor said covenants and agreements are imposed in light of the nature of Company A Business and the involvement of Consultant in Company A Business; (iv) the restrictions imposed by this Agreement are not greater than are necessary for

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the protection of Company A in light of the substantial harm that Company A will suffer should Consultant breach any of the provisions of said covenants or agreements; and (v) the covenants and agreements of Consultant contained in this Agreement form material consideration for this Agreement and Consultant’s engagement by Company A. 8.5. EQUITABLE RELIEF. Consultant agrees that the ascertainment of damages in the event of a breach of Sections 8.1, 8.2 or 8.3 would be difficult, that Company A would suffer irreparable harm as a result of a breach, and that money damages alone would be an inadequate remedy for the injuries and damages which would be suffered by Company A from such breach. Consultant therefore agrees: (i) that, in the event of her breach of Sections 8.1, 8.2 or 8.3, in addition to and without limiting any of the remedies or rights which Company A may have at law or in equity or pursuant to this Agreement, Company A shall have the right to injunctive relief or other similar remedy in order to specifically enforce the provisions of Sections 8.1, 8.2 or 8.3; and (ii) to waive and not to (A) assert any defense to the effect that Company A has an adequate remedy at law with respect to any such breach, (B) require that Company A submit proof of the economic value of any trade secret, or (C) require that Company A post a bond or any other security. Nothing contained herein shall preclude Company A from seeking monetary damages of any kind, including reasonable fees and expenses of counsel and other expenses, in a court of law. 9. INDEMNIFICATIONS. Consultant shall indemnify, defend and hold harmless Company A, its officers, directors, agents, employees, successors and assigns from and against any and all actions, causes of action, claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees, for any loss, damage, destruction of or damage to any tangible property, or for bodily injury, sickness, disease or death sustained by any person (including employees of Company A and Consultant), if such loss, damage, destruction, injury, sickness, disease or death arose out of or was in any way connected with (a) the Services provided under this Agreement or with the performance of or failure to perform the Services under this Agreement by Consultant, whether or not such loss, damage, destruction, injury, sickness, disease or death was caused in part by the negligence of Consultant; (b) charges of discrimination brought under the Equal Employment Opportunity Commission and the Workers Compensation Board (or similar department, commission or bureau), claims and losses alleging failure to comply with federal and state wage and hour laws, wrongful termination, discrimination, denial of due process or other labor- related causes of action resulting from employee conduct, hiring, discipline, or termination or claims of sexual or other harassment by Consultant or any employee of Consultant; (c) any federal or state income tax withholding liability or taxes arising under the Federal Insurance Contributions Act or under the Federal Unemployment Tax Act, or similar federal or state tax, resulting from this Agreement; or (d) a breach by Consultant of the

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representations or warranties in Section 3. 10. MISCELLANEOUS. 10.1. COMPETITORS. During the term of this Agreement Consultant shall not enter into similar arrangements with Company A’s competitors to provide services similar to the Services provided hereunder. 10.2. NONEXCLUSIVITY AND NO COMMITMENT. Company A may enter into similar arrangements with other parties. In addition, Company A shall be under no commitment to place Consultant resources on any engagements or permit Consultant to perform Services on its behalf under the terms of this Agreement. 10.3. ASSIGNMENT. Consultant may not assign, subcontract, or otherwise transfer this Agreement or the license granted to Consultant herein, or any of its rights or obligations under this Agreement, to any party without the prior written consent of Company A, which consent shall not be unreasonably withheld. Company A may assign this Agreement to any of its subsidiaries, parent company or other affiliates or upon the merger, consolidation or sale of substantially all of the assets of Company A upon notice to Consultant. This Agreement shall be binding upon and inure to the benefits of the parties, their legal representatives, permitted transferees, successors and assigns as permitted by this Agreement. 10.4. RECORD KEEPING. During the term of this Agreement and for three (3) years thereafter, Consultant shall maintain records of all expenses relating to Consultant’s Services and to expenses incurred in connection therewith. During the term of this Agreement and for three (3) years thereafter, Consultant grants Company A the right, which Company A will exercise at its own expense and no more than once per year, to enter Consultant’s premises during business hours for the sole purpose of examining Consultant’s records and other information relating to Consultant’s provision of Services hereunder. 10.5. NOTICES. All notices required to be given hereunder shall be given in writing and shall be delivered either by hand, by certified mail with proper postage affixed thereto, or by facsimile (with confirmation copy sent by registered mail) addressed to the signatory at the address set forth on the signature page, or such other person and address as may be designated from time to time in writing. With respect to any notice to Company A, a copy of each notice shall be sent to the following: Company A, Inc. Address Attn: Legal Department

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All such communications shall be deemed received by the other party upon the earlier of actual receipt or actual delivery. 10.6. GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the laws of the Georgia without regard to its conflicts of laws principles. Subject to the necessity to obtain injunctive relief, Consultant consents to submit to the exclusive jurisdiction of the courts in Georgia. 10.7. COMPLETE AGREEMENT. This Agreement, including the exhibits attached hereto, supersedes in full all prior discussions and agreements, oral and written, between the parties and constitutes the entire understanding of the parties relating to the subject matter hereof. Consultant accepts that any and all representations, undertakings and warranties which are not expressly included shall have no force or effect, and Consultant accepts that it has not been induced to enter into this Agreement by any such matters. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of the parties. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute a consent to any prior or subsequent breach. 10.8. EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute the same instrument. Each party agrees to be bound by its own telecopied or facsimiled signature, and agrees that it accepts the telecopied or facsimiled signature of the other party hereto. IN WITNESS WHEREOF, Company A and Consultant have caused this Agreement to be executed by their respective, duly authorized officers or representatives, effective as of the Effective Date. COMPANY A, INC.: CONSULTANT (Full Legal Name): Mr. X By: /s/ C. Signature Mr. X -------------------------------- By: /s/ Mr. X Printed Name: Mr. X -------------------------------------- Title: CEO & President Address: Printed Name: Mr. X

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Title: Independent Contractor--Consultant EXHIBIT A ATTACHED TO AND MADE A PART OF the Consultant Agreement ("Agreement") between Company A, Inc. ("Company A") and Mr. X (Consultant"). A. DESCRIPTION OF "SERVICES" A.1. Project Description: Consult and participate in Company A, Inc. activities as directed. A.2. Services To Be Performed: Provide counsel, research, development, participation and other business activities as requested by Company A, Inc. A.3. Materials To Be Delivered: As determined and resulting from the services provided as listed above. A.4. Commencement and Termination Dates of Agreement: a. Commencement : February 21, 2002 b. Expiration : The date that Company A informs Consultant that his services are no longer needed but no later than February 21, 2003. Agreement can be renegotiated and continued upon desire of both parties should services be desired after February 21, 2003. A.6. Authorized Work Order Not To Exceed: The date that Company A informs Consultant that his services are no longer needed. B. COMPENSATION PROVISIONS B.1. Payment Terms: Consultant will work 20 hours/week and receive $7,000 per month. Additional days will be compensated at a rate of $l,000/day, assuming an 8 hour work day. B.2. Payment Schedule: Monthly in response to Consultant turning in an invoice for his previous months services to Accounts Payable. B.3. Expenses: Company A shall reimburse Consultant for authorized expenses incurred by Consultant in the performance of work and rendering of services under this Agreement, provided that reimbursement of expenses is in accordance with Company A Policy. Consultant shall obtain receipts for all expenses in excess of $10.00 and shall submit receipts to Company A.

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B.4. Authorized Expenses: Expenses as detailed in Company A’s travel policy. C. COMPANY A MANAGER C. Mr. X, CEO & President, XXX, USA

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AGREEMENT made effective as of this 7 th day of December 2005,by and between

Partners, Inc., a Florida Corporation, hereinafter referred to as ("the Consultant")and

Company B, Inc, a Colorado corporation ("COMPANY B"), with principal offices XXX

WHEREAS, the Consultant is engaged in the business of providing services and venues for identifying strategic partnerships, business opportunities, product distribution, capital findings, business development, market evaluation, security product analysis in the global markets and COMPANY B desires to identify and embark on these various potential opportunities while improving the growth of its operations after completion of an appropriate acquisition, and

WHEREAS, COMPANY B desires to secure the efforts of consultant who is capable of providing these services to COMPANY B and its customer base; and

WHEREAS, Consultant desires to provide services to COMPANY B; and

WHEREAS, COMPANY B desires to retain the services of Consultant as provided herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Appointment

COMPANY B hereby appoints and engages Consultant as its advisor and hereby retains and employs Consultant on the terms and conditions of this Consulting Agreement. Consultant accepts such appointment and agrees to perform the services upon the terms and conditions of said Consulting Agreement all on a non-exclusive basis.

2. Services

During the term of this Consulting Agreement Consultant shall furnish the following services:

Develop project plan.Consultant shall develop a project plan with set timelines and the key responsibilities for Consultant and COMPANY B for the services to be provided by Consultant.

Identify merger & acquisition candidates

Consultant will act to identify appropriate M&A candidates and to initiate merger

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discussions with these candidates, as well as with those put forth by the Company and its board. Consultant will act in an advisory capacity to consummate a transaction with one or more appropriate candidates.

Recapitalization

Consultant will advise the Company on alternatives for its market capitalization and capital structure.

d.

Services

Consultant shall perform any investment banking related activities on behalf of COMPANY B as a condition of this Agreement. For the purposes of this Agreement investment banking activities shall be defined as being any of the following:

The negotiation and/or securing of public or private debt for COMPANY B.

The negotiation and/or securing of any public or private equity for COMPANY B.

The production of any documentation that is to be utilized for the purposes and activities outlined in subheadings (1) and (2) above.

Any other activities as may normally be associated with the practice of investment banking.

The parties hereto recognize that certain responsibilities and obligations are imposed by Federal and State securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in-house "due diligence" or "compliance" departments of brokerage houses, etc. Accordingly, Consultant agrees NOT to release any financial or other information or data about COMPANY B or customers of COMPANY B without the consent and approval of COMPANY B, and in any event only if such information or data has been generally released or promulgated by COMPANY B.

4. Term of Agreement

This Consulting Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect for a period of 180 days. It is expressly acknowledged and agreed by and between the parties hereto that Consultant shall not be obligated to provide any services and/or perform any work related to this Consulting Agreement until such time any agreed and/or specified retainer (deposit, initial fee, down payment) in U.S. funds, and/or other specified and/or agreed valuable consideration, has been received by Consultant or as identified below.

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5. Duties of COMPANY B

COMPANY B shall supply Consultant, on a regular and timely basis with all approved data and information about COMPANY B or its customer(s), its management, its products, and its operations and COMPANY B shall be responsible for advising Consultant of any facts which would affect the accuracy of any prior data and information previously supplied to Consultant so that Consultant may take corrective action.

COMPANY B shall act diligently and promptly in reviewing materials submitted to it by Consultant to enhance timely distribution of the materials and shall inform Consultant of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.

COMPANY B shall cooperate fully and timely with Consultant to enable Consultant to perform its duties and obligations under this Consulting Agreement.

6. Representation, Undertakings and Indemnification

COMPANY B shall be deemed to make a continuing representation of the accuracy of any and all material facts, information and data which it supplies to Consultant. COMPANY B represents that said information is neither false nor misleading, nor omits to state a material fact and has been reviewed and approved by counsel to COMPANY B. Consultant, in the absence of notice in writing from COMPANY B, will rely on the continuing accuracy of material, information and data supplied by COMPANY B and COMPANY B acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its functions hereunder.

COMPANY B acknowledges that Consultant reports are not intended to be used in the sale or offering of securities.

The execution and performance of this Consulting Agreement by COMPANY B has been duly authorized by the Board of Directors of COMPANY B in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of COMPANY B.

The performance by COMPANY B of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY B or any contractual obligation by which COMPANY B may be bound.

7. Project Fee.

As partial consideration of services rendered by Consultant during the initial term of this Consulting Agreement, COMPANY B shall pay to Consultant a fee ("Project Fee") equal

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to:

75,000 shares of restricted COMPANY B common stock issuable within 30 days of execution of this Agreement. These shares shall be registered for resale on a Registration Statement on Form S-8 by the COMPANY B within twenty-five (25) days of the issuance of such shares.

Seven Thousand & Five Hundred Dollars ($7,500.00) upon execution of this agreement, and Seven Thousand & Five Hundred Dollars ($7,500.00) on February 1, 2006.

If the project involves or relates to the oil & gas industry, in lieu of the consideration set forth in paragraph 8 below, a carried interest in properties for which an agreement is executed, to be negotiated, not to exceed 3%.

8. Equity/Debt Financing--Success Fee.

In the event of any merger/acquisition between COMPANY B and a candidate identified by Consultant, and except in the case of a project involving or relating to the oil & gas industry, during the term of this Agreement or within the twelve-month period following the termination of this Agreement, COMPANY B agrees to pay to Consultant at the closing of such Purchase a fee ("Success Fee") based upon total cash consideration delivered by or to COMPANY B as a result of the transaction, including all economic benefits realized. Such economic benefits shall include, but are not limited to, any contingent consideration and other post-closing payments, consideration paid to the stockholders and indebtedness for borrowed money directly assumed by the COMPANY B in connection with a transaction (all such consideration and/or economic benefits, "Consideration").

The Success Fee shall utilize the Lehman formula of 5%, 4%, 3%, 2%, 1% of the Consideration and will be due and payable at closing in cash.

A candidate is defined as one in which has been qualified by COMPANY B and accepted in writing by COMPANY B via the formal candidate list, which was presented in writing by Consultant.

9. Indemnity.

COMPANY B agrees to indemnify, Consultant, its officers, directors, employees and agents from any liability, claim or expense, including reasonable attorneys' fees, arising out of or in connection with this Agreement or the services of Consultant hereunder, except to the extent such liability, claim or expense is attributable to the negligence or the intentional misconduct of Consultant. Except due to intentional misconduct of COMPANY B,in no event shall COMPANY B be liable to Consultant for consequential, special or incidental damages arising under or in connection with this Agreement, even if COMPANY B has been advised of the possibility of such damages.

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Consultant agrees to indemnify COMPANY B, its officers, directors, employees and agents from any liability, claim or expense, including reasonable Attorneys' fees, arising out of or in connection with this Agreement to the extent that such liability, claim or expense is solely attributable to the negligence or intentional misconduct of Consultant in performing the services which are the subject of this Agreement. Except due to intentional misconduct of Consultant,

in no event shall Consultant be liable to COMPANY B for consequential, special or incidental damages arising under or in connection with this Agreement, even if Consultant has been advised of the possibility of such damages.

10. Independent Contractor

The Consultant is and in all respects deemed to be, an independent contractor in the performance of its duties hereunder, any law of any jurisdiction to the contrary notwithstanding.

The Consultant will not, by reason of this Agreement or the performance of the Services, be or be deemed to be, an employee, agent, partner, co-venturer or controlling person of the Company, and the Consultant will have no power to enter into any agreement on behalf of or otherwise bind the Company.

Consultant has no authority to bind COMPANY B or any affiliate of COMPANY B to any legal action, contract, agreement, or purchase. Any such action, without the express written consent of COMPANY B, cannot be construed to be made in good faith and would be the sole responsibility of Consultant.

The Consultant shall be free to pursue, conduct and carry on for its own account (or for the account of others) such activities, employment ventures, businesses and other pursuits as the Consultant in its sole, absolute and unfettered discretion may elect.

Notwithstanding section 10 d, no activity, employment, venture, business or other pursuit of the Consultant during the term of this Agreement will conflict with the Consultant' obligations under this Agreement or be adverse to the Company's interests during the term of this Agreement.

Consultant is not entitled to any medical coverage, life insurance, savings plans, health insurance, or any and all other benefits afforded COMPANY B employees. Consultant shall be responsible for all workers' compensations payments. Consultant shall be solely responsible for any Federal, State or local taxes related to the delivery of services under this Agreement. Consultant shall indemnify COMPANY B and herein hold COMPANY B harmless for any and all such payments and should COMPANY B for any reason by required to pay any such amounts, hereby commits to make such payments on COMPANY B's behalf.

11. Amendments

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This Consulting Agreement may be modified or amended, provided such modifications or amendments are mutually agreed upon by and between the parties hereto and that said modifications or amendments are made in writing and signed by both parties.

12. Severability

If any provision of this Consulting Agreement shall be held to be contrary to law, invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Consulting Agreement is contrary to law, invalid or unenforceable, and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. Termination of Agreement

This Agreement shall terminate:

In the event COMPANY B fails or refuses to cooperate with Consultant or fails or refuses to make timely payment of the compensation set forth above, Consultant shall have the right to terminate any further performance under this Consulting Agreement. In such event, and upon notification thereof, all compensation shall become immediately due and payable and/or deliverable, and Consultant shall be entitled to receive and retain the same as liquidated damages and not as a penalty, in lieu of all other remedies the parties hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of Consultant's damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage.

Upon the bankruptcy or liquidation of the other party; whether voluntary or involuntary;

Upon the other party taking the benefit of any insolvency law;

Upon the other party having or applying for a receiver appointed for either party; or

Upon the expiration of the term of this Consulting Agreement.

14. Non-waiver

The failure of a party, at any time, to require specific performance by the other party shall not be construed as a waiver of such right to require such performance in the future.

15. Notices

All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given at the time of personal delivery or three (3) business days after being

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mailed via certified mail or express mail or delivered to a nationally recognized courier service. Any notices to be given hereunder shall be effective if executed by and sent by the attorneys for the parties giving such notice, and in connection therewith the parties and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such parties to the extent necessary to give such notice.

16. Inurnment

This Consulting Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and assigns.

17. Entire Agreement

This Consulting Agreement contains the entire agreement of the parties and may be modified or amended only by agreement in writing, signed by the party against whom enforcement of any waiver, change, amendment, modification, extension or discharge is sought. It is declared by both parties that there are no oral or other agreements or understanding between them affecting this Consulting Agreement, or relating to the business of Consultant. This Consulting Agreement supersedes all previous agreements between Consultant and COMPANY B.

18. Governing Law

This Consulting Agreement will be governed pursuant to the laws of Texas.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Consulting Agreement.

Company B, Inc. a Colorado corporation,

/s/Name AName ACEO Partners, Inc./s/Name BName BPresident

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CA#29CONSULTING AGREEMENT CONSULTING AGREEMENT,

effective as of October 1, 2007,by and between

COMPANY C, INC., Address,XXX, (the "Company")

MR. Y, of Address,XXX, , CA 94022

WITNESSETH: WHEREAS, Consultant has been employed by the Company pursuant to a Second Amended and Restated Employment Agreement, effective September 1, 2006 (the "Employment Agreement"); WHEREAS, the Consultant and Company have executed an Indemnification Agreement (the "Indemnification Agreement")'

WHEREAS, the Consultant and Company have executed an Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (the "Noncompetition Agreement");

WHEREAS, the Employment Agreement provides that the parties would enter into a Consulting Agreement in certain circumstances in connection with the Employment Agreement; and

WHEREAS, the Company and Consultant desire to enter into a Consulting Agreement (the "Consulting Agreement") on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein it is hereby agreed by and between the Company and Consultant as follows:

1. Consulting Term . The term of this Consulting Agreement shall be four years, unless earlier terminated in accordance herewith, commencing October 1, 2007 (the "Effective Date") and ending September 30, 2011 (the "Term").

2. Consulting Responsibilities . Consultant shall, if and to the extent requested by the Company's Board of Directors, provide the Company's Board of Directors and Chief Executive Officer with advice on strategic planning issues and assist them with the transitioning of management to a new executive team. Consultant shall be available for up to one hundred (100) hours per quarter to provide such consulting services as may be reasonably requested by the Board. If the Board does not request such services in any particular quarter, then the hours not utilized by the Company shall not carry over into any subsequent quarters. Consultant shall be permitted to perform the duties under this Section 2 in the geographic location of his choice. Consultant shall be considered for nomination to the Company's Board of Directors each year of the Term (as defined below) by the Company's Nominating and Governance Committee.

3. Remuneration . (a) Fees . In consideration of Consultant entering into this Consulting Agreement, and of his agreeing to furnish services as Consultant hereunder, the Company shall pay to Consultant an annual fee of One Hundred Thousand Dollars ($100,000). The annual fee shall be paid in monthly installments in accordance with the Company's normal practices. The Consultant shall

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be an independent contractor and will be responsible for all self-employment taxes. Executive shall be eligible to receive additional fees as determined by the Compensation Committee in light of the services provided by the Consultant hereunder. (b) Expenses . The Company shall reimburse Consultant for his reasonable out-of-pocket expenses incurred in connection with the furnishing of services hereunder and in accordance with the Company's expense policies for independent contractors. (c) Restricted Stock/Options . If this Consulting Agreement is terminated by the Company without cause as defined below, then notwithstanding anything herein or in the governing plan, stock or option agreement to the contrary, all stock options then held by the Consultant shall continue to vest in accordance with the vesting schedule therein, without regard to any continued employment or other relationship with the Company, and remain exercisable, for the remaining option term. (d) Benefits . During the Term and to the extent permitted by the applicable plan, Consultant shall be eligible for participation in and shall receive all benefits available under the COMPANY C, Inc. 401(k) Plan, and the Company's welfare benefit plans, practices, policies and programs (including disability, salary continuance, group life, accidental death and travel accident insurance plans and programs) normally available to other senior executives. These benefits shall be in addition to the benefits required to be provided to the Executive pursuant to Section 15 of the Employment Agreement which shall survive independently from this consulting agreement. In addition, at the request of the Consultant, the Company will use its commercially reasonable efforts to implement an arrangement whereby the Consultant may continue to participate in the company Deferred Compensation Plan established 04/01/2005 and defer some or all of the remuneration he is due hereunder to the extent such an arrangement is available in compliance with applicable law, including Section 409A of the Internal Revenue Code.

4. Termination of Consulting . The Company or Consultant may terminate this Consulting Agreement by providing at least sixty (60) days written notice to the other in accordance with the notice requirements of Section 8(f) herein. If the Company (or any successor or assignee) terminates the Consulting Agreement without cause as defined below, then it shall continue to pay the fees and provide the benefits set forth in Sections 3(a), 3(b) and 3(c) above through the expiration of the Term but all other rights and obligations of the Company or Consultant shall cease and be completely void expect as specifically set forth in this Consulting Agreement. If this Consulting Agreement is terminated by the Company for cause or by the Consultant, then the Company shall have no further obligation hereunder. For purposes of this Section, "cause" shall mean the (i) Consultant's conviction of, or the entry of a plea of guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony; (ii) fraud, embezzlement, or similar act of dishonesty, unauthorized disclosure, attempted disclosure, use or attempted use of confidential information; acts prejudicial to the interest or reputation of the Company; or falsification, concealment or distortion of management information; (iii) conduct by the Consultant constituting an act of moral turpitude, or acts of physical violence while on duty; (iv) the Consultant's willful failure or refusal to perform the duties on behalf of the Company which-are consistent with the scope and nature of the Consultant's responsibilities, or otherwise to comply with a lawful directive or policy of the Company;

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(v) any act of gross negligence, gross corporate waste or disloyalty by the Consultant to the Company or the commission of any intentional tort by the Consultant against the Company; or (vi) material breach of this Agreement by the Consultant.

5. Public Statements . For so long as the Consultant is engaged by the Company under this Consulting Agreement, and at all times thereafter, the Consultant shall support the Company in public statements and in all dealings with third parties, and will refrain from making any derogatory or harmful statements with respect to the Company or taking any action that would reflect negatively on the Company or any of its officers, directors, employees, advisors, customers or other related or affiliated parties.

6. Release . Except for Consultant's rights arising under any option agreements, restricted stock agreements, the Indemnification Agreement, the Noncompetition Agreement and this Consulting Agreement, Consultant specifically releases, remises and forever discharges the Company and its officers, directors, agents and employees, acting in their capacity as such officer, managing director and employee, from all claims of any nature which Consultant now has or ever had arising from his employment with the Company, whether common law claims or statutory claims, including but not limited to: (a) claims under any United States state or federal discrimination, fair employment practices or other employment related statute, or regulation (as they may have been amended through the date of this Consulting Agreement) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, color, religion, national origin, age, gender, marital status, disability, handicap, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any claims arising under the Federal Rehabilitation Act of 1973, Age Discrimination in Employment Act of 1964 as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state or local statute or ordinance; (b) claims under any other United States state or federal employment related statute, or regulation (as they may have been amended through the date of this Consulting Agreement) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state or local statute or ordinance; (c) claims under any United States state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (d) any other claim arising under United States state or federal law;(e) any benefits under the Employment Agreement including, without limitation, any termination benefits provided under Sections 7 and 8 thereunder; and (f) notwithstanding anything herein to the contrary, Consultant is not releasing, and shall not be deemed to have released, any and all common law, contractual, statutory or other rights of Consultant may under the Indemnification Agreement or contribution, if any, or any claims to the extent of available insurance coverage.

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7. Older Workers Benefit Protection Act of 1990 . This paragraph is intended to comply with the United States Older Workers Benefit Protection Act of 1990 ("OWBPA") with regard to Consultant's waiver of rights under the United States Age Discrimination in Employment Act of 1967 ("ADEA"): (a) Consultant is specifically waiving rights and claims under ADEA; (b) The waiver of rights under ADEA does not extend to any rights or claims arising after the date this Consulting Agreement is signed by Consultant; (c) Consultant acknowledges receiving consideration for this waiver; (d) Consultant acknowledges that he has been advised to consult with an attorney before signing this Consulting Agreement; and (e) Consultant acknowledges that after receiving a copy of this Consulting Agreement, Consultant had the right to take up to 21 days to consider his decision to sign the Consulting Agreement; the parties agree that changes, whether material or immaterial, do not restart the running of the 21 day period. Further, that Consulting Agreement does not become effective for a period of seven days after Consultant signs it. Consultant has the right to revoke this Consulting Agreement during the seven day period. Revocation must be made in writing, signed by Consultant and delivered to the Company during the seven day period. If Consultant revokes this Consulting Agreement, the entire Consulting Agreement shall be null and void.

8. Miscellaneous . (a) Incapacity . In the event of Consultant's disability or incapacity, during the Term, he shall not be required to furnish services hereunder while such incapacity or disability continues, and during the period of such incapacity or disability, the salary and benefits payable to him as provided herein shall be paid in the same amounts and at the same times as it would have been payable if he had not been under such incapacity or disability.

(b) Entire Agreement . Except as provided herein with respect to the Indemnification Agreement, Noncompetition Agreement, Employment Agreement, restricted stock agreements and option agreements, the Consulting Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral.

(c) Severability . In the event that any court having jurisdiction shall determine that any covenant or other provision contained in this Consulting Agreement shall be unreasonable or-unenforceable in any respect, then such covenant or other provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any covenant or provision wholly unenforceable, the remaining covenants and provisions of this Consulting Agreement shall nevertheless remain in full force and effect.

(d) Assignment . The Consultant may not make any assignment of this Consulting Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the

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Company. The Company shall assign its rights and obligations under this Consulting Agreement, without the consent of Consultant, if the Company shall hereafter effect a reorganization, consolidate with, or merge into any other entity or transfer all or substantially all of its properties or assets to any other person or entity. This Consulting Agreement shall be binding upon and inure to the benefit of the Company, Consultant and their respective successors, executors, administrators, heirs and permitted assigns.

(e) Arbitration . In the event of a dispute between the parties as to the meaning or interpretation of this Agreement, or the performance of either party hereunder, either party may submit the matter for arbitration in Boston, Massachusetts, to the American Arbitration Association, which is expressly permitted and required hereby, to include the reasonable costs of arbitration, including attorney fees, of the prevailing party, in its decision. If the nonprevailing party should then fail to comply with such decision, the reasonable costs of enforcement, including attorney's fees, shall be paid to the prevailing party. Such costs shall specifically include any judicial proceeding to confirm such decision.

(f) Notices . All notices and other communications given or made pursuant hereto shall be in writing (including telecopier, facsimile or similar writing) and shall be deemed to have been duly given or made as of the date delivered, mailed or sent if delivered personally, mailed by registered or certified mail (postage prepaid, return receipt requested) or sent by telecopier to the parties at the following addresses or telecopier numbers (or at such other address or telecopier number for a party as shall be specified by like notice, except that notices of changes of address or telecopier numbers shall be effective only upon receipt); If to Consultant, to him at the following address:

Mr. YAddress

If to the Company, to it at the following address:

COMPANY C, Inc.Address

Attn: General Counsel

(g) Governing Law . This Consulting Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.-

(h) Amendment . This Consulting Agreement may not be amended or modified except by an instrument in writing signed by the parties hereto.

(i) Interpretation . The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Consulting Agreement and have contributed to its revision,

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(ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Consulting Agreement, and (iii) the terms and provisions of this Consulting Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Consulting Agreement.

(j) Compliance . The failure of any party hereto to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such power or right at any other time or times.

(k) Headings . The headings contained in this Consulting Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Consulting Agreement.

(l) Counterparts . This Consulting Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(m) Survival . Notwithstanding any provision of this Consulting Agreement to the contrary, the obligations of the Consultant and the Company pursuant to Sections 4 through 8 hereof, shall each survive termination of this Consulting Agreement.

(n) Absence of Duress . Consultant acknowledges that he has been afforded sufficient time to understand the terms and effects of this Consulting Agreement, and that the agreements and obligations herein are made voluntarily, knowingly and without duress, and that neither the Company nor its agents or representatives have made any representations inconsistent with the provisions of this Consulting Agreement. [Signature Page to Follow]-6-

IN WITNESS WHEREOF, Consultant and the Company's duly authorized representative have caused this Consulting Agreement to be executed under seal as of the day and year first above written, to become effective seven days after Consultant signs as provided in Paragraph 7(e).

COMPANY C, INC.

By: /s/Mr. A. Sr. Vice President, General Counsel and Secretary CONSULTANT: |s|Mr. Y Mr. Y

I, Mr. Y, represent and agree that I have carefully read this Consulting Agreement; that I have been given ample opportunity to consult with my legal counsel or any other party to the extent, if

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any, that I desire; and that I am voluntarily signing by my own free act. This Consulting Agreement constitutes a voluntary and knowing waiver of rights under the laws and statutes referenced above.Dated: 9-21, 2007 |s|Mr. Y Mr. Y

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This Consultant Agreement ("Agreement")is made and effective August 16, 2008,

by and betweenMr.L, Ph.D. ("Consultant") residing at XXX, Utah

andCompany M., a Wyoming Corporation (the "Company") with its office at XXX, Utah.

This Consultant Agreement follows and replaces the Employment Agreement between Consultant and Company dated November 27, 2006, and includes Consultant's resignation as an officer and director of the Company effective following the pay period ending August 15, 2008. This Agreement does not cancel certain obligations remaining under the preceding Employment Agreement, which include remaining unpaid compensation, and equity ownership in the Company. In consideration for this Agreement, the Company will grant Consultant stock options as set forth in a separate agreement.

Now, therefore, Consultant and Company agree as follows:

1. Engagement .

Company hereby engages Consultant, and Consultant accepts engagement, to provide to Company the following services:

As directed by the Company's Chief Executive Officer (CEO) under the Company's program to research, develop, manufacture and market a photonic olfactory system (the "Business"), Consultant will perform consulting services on an as needed as available basis as is appropriate to Consultant's training and experience and the Company's Business.

2. Term .

Consultant shall provide services to Company pursuant to this Agreement on a month basis as required by the Company. The Agreement may be terminated with at least 60 days notice to Consultant.

3. Place of Work .

Consultant shall render services primarily at his home office as needed, but will, upon request, provide the services at such other places as reasonably requested by Company as appropriate for the performance of said services.

4. Time .

Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement.

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5. Compensation .

Company shall pay Consultant $2,500 per month for services performed pursuant to this Agreement. The Consultant recognizes and acknowledges that Company's obligations under this Agreement are dependent on obtaining continued funding for its operations. Determination of the Company's ability to pay compensation as specified herein shall be made monthly by the Company's CEO in his discretion on or before the 10 th of each month after a review of the financial condition of the Company. Consultant's approval of occasional and temporary suspensions of compensation under this Agreement shall not be unreasonably withheld.

Expenses.

The Company shall either pay directly or reimburse Consultant for reasonable telephone, office supplies, and other business expenses incurred by Consultant in the performance of his duties hereunder. The Company shall pay for travel expenses between Consultant's office in Garden City, Utah, and such other places as reasonably requested by Company in advance in writing by mail or Email. Consultant shall bear all of Consultant's other personal expenses incurred in the performance of this Agreement.

6. Covenant Not to Compete .

During the term of this Agreement and for a period of two (2) years thereafter, Consultant shall not, directly or indirectly, either for his own account, or as a partner, shareholder, officer, director, consultant, agent or otherwise; own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business the same as or similar to the Business conducted by Company. The Company's "Business" is herein defined as research, development, manufacturing, and marketing of a photonic olfactory system as described in patents pending and/or related proprietary information and practices currently employed or developed during the term of this Agreement. In the event any of the provisions of this Section 6 are determined to be invalid by reason of their scope or duration, this Section 6 shall be deemed modified to the extent required to cure the invalidity. In the event of a breach, or a threatened breach, of this Section 6, Company shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law.

7. Confidentiality .

During the term of this Agreement, and thereafter for a period of ten (10) years, Consultant shall not, without the prior written consent of Company, disclose to anyone any Confidential Information related to the Company's Business. "Confidential Information" for the purposes of this Agreement shall include Company's patent-pending, proprietary and confidential information such as, but not limited to, technical inventions, processes, and know-how, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes and object codes. Confidential Information shall not include any information that:

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A. is disclosed by Company without restriction;

B. becomes publicly available through no act of Consultant;

C. is rightfully received by Consultant from a third party.

8. Assignment of Inventions

The Consultant, for compensation as defined herein subject to the terms and conditions of this Agreement and providing that the Company is not in material breach of any of its terms or conditions, hereby sells, transfers, and assigns to the Company, or to any person or entity designated by the Company, all of the entire right, title and interest of the Consultant in and to all inventions, ideas, disclosures, and improvements, whether patented or not patented, solely or jointly during the term hereof which relate to methods, apparatus, formulae, designs, products, processes or devices, sold, leased, used, or under development for the Business of the Company, or which otherwise relate to or pertain to the Business, functions or operations of the Company. The Consultant agrees to communicate promptly and to disclose to the Company, in such form as the Consultant may be required, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements and to execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Consultant to permit the Company or any person or entity designated by the Company to file and prosecute the patent applications. For the purposes of this Agreement, an invention shall be deemed to have been made during the term of the Agreement if, during such period the invention was conceived and first actually reduced to practice by the Company. Consultant agrees that any patent application related to the Company's Business filed within one (1) year after termination of this employment shall be presumed to relate to an invention which was made during the term of the Agreement unless Consultant can provide conclusive evidence to the contrary or the Company is materially in breach of any of the terms or conditions herein.

9. Termination .

A.

This Agreement may be terminated by Company as follows:

a.

If Consultant is unable to provide the consulting services by reason of permanent illness, disability, incapacity or death.

b.

Breach or default of any obligation of Consultant pursuant to Section 6, Covenant Not to Compete, or Section 7, Confidentiality, of this Agreement.

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c.

Breach or default by Consultant of any other material obligation in this Agreement, which breach or default is not cured within thirty (30) days of written notice from Company.

B.

Consultant may terminate this Agreement as follows:

a.

Breach or default of any material obligation of Company, which breach or default is not cured within thirty (30) days of written notice from Consultant.

b.

If Company files for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Company, any of the foregoing of which remains undismissed for a period of sixty (60) days.

C.

This Agreement may automatically terminate if the Company ceases to do Business due to failure of the Company to obtain funding. In the event the Board of Directors determines that Company cannot continue operations because of lack of funds, this Agreement will automatically terminate upon notification from the Company of the date that the Company has ceased to do Business.

10. Independent Contractor .

Consultant is and throughout this Agreement shall be an independent contractor and not an employee, partner, officer, director or agent of Company. Consultant shall not be entitled to nor receive any benefit normally provided to Company's employees such as, but not limited to, vacation payment, retirement, health care or sick pay. Company shall not be responsible for withholding income or other taxes from the payments made to Consultant. Consultant shall be solely responsible for filing all returns and paying any income, social security or other tax levied upon or determined with respect to the payments made to Consultant pursuant to this Agreement.

11. Equipment and Supplies .

Unless otherwise agreed to by Company in advance, Consultant shall not procure additional equipment on behalf of the Company. Consultant shall continue to have use of Company furniture, computers, printers, telephone equipment, and other tools and supplies located in Consultant's home office, and to purchase on behalf of the Company those supplies necessary to conduct Consultant's work on behalf of the Company.

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12. Controlling Law .

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

13. Headings .

The headings in this Agreement are inserted for convenience only and shall not be used to define, limit or describe the scope of this Agreement or any of the obligations herein.

14. Final Agreement .

This Agreement constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral. This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both of the parties.

15. Notices .

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered or certified mail to his last known residence in the case of the Employee or to its last known principal office in the case of the Company as follows:

If to Consultant:

Mr.L, Ph.D.

P.O. Box

Utah 8

If to Company:

Company M.

Utah

16. Severability .

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.

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Company M.

______________________________

By: ______________________________

Mr.L, Ph.D.

Mr. X, CEO & Chairman of the Board

NOTARY STATEMENT

STATE OF _________

COUNTY OF __________________ ss:

On ______________, 2008, before me ________________________________________ personally came Mr.L, to me known, and known to me to be the individual described in and who executed the foregoing CONSULTANT AGREEMENT, and duly acknowledged to me that he executed the same.

___________________________________ Commission Expires: _________________

NOTARY PUBLIC

[SEAL]

NOTARY STATEMENT

STATE OF ____________________

COUNTY OF __________________ ss:

On ______________, 2008, before me ________________________________________ personally came Mr. X , to me known, and known to me to be the individual described in and who executed the foregoing CONSULTANT AGREEMENT, and duly acknowledged to me that he executed the same.

___________________________________ Commission Expires: _________________

NOTARY PUBLIC

[SEAL]

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This CONSULTING AGREEMENT ( Consulting Agreement )is entered into, as of June 10, 2008 (the " Effective Date "),

by and betweenCompany D, Inc. (the Company )

and Mr. Z, II ( Consultant ).

WITNESSETHWHEREAS, the Company and Consultant wish to enter into a consulting relationship on the terms and conditions exclusively set forth in this Consulting Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows:

1. Term; Termination . (a) The initial term of this Consulting Agreement shall commence on the Effective Date and shall continue until the fourth anniversary of the Effective Date, unless terminated sooner pursuant to Section 1(b) below (the " Initial Term "). This Consulting Agreement shall continue in effect for successive one-year periods thereafter, unless terminated sooner pursuant to Section 1(b) below or unless notice is given in writing by either party to the other party at least 60 days prior to the fourth anniversary of the Effective Date or prior to any anniversary of the Effective Date thereafter of the Company's or Consultant's desire to modify, amend or terminate this Consulting Agreement (collectively, including the Initial Term, the " Term ").

(b) Consultant may terminate this Consulting Agreement and the Term at any time upon 10 days advance written notice to the Company. The Company may terminate this Consulting Agreement and the Term upon written notice to Consultant only if

(i) Consultant engages in willful misconduct or is grossly negligent in the performance of the "Consulting Services" (as defined below); (ii) Consultant materially fails or refuses to perform the Consulting Services after reasonable advance request by the Company; (iii) Consultant is convicted of, or enters a plea of guilty or nolo contendere to, a felony; (iv) Consultant engages in any willful or intentional act that is materially injurious to the reputation, business or business relationships of the Company or its subsidiaries; (v) Consultant is unable, with reasonable accommodation, to perform the Consulting Services because of physical or mental impairment; or (vi) Consultant breaches in any material respect any of his obligations under Section 4 below. The Term shall also end without any action by the Company upon the death of the Consultant.

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(c) Upon any termination of Consultant's engagement as a consultant hereunder, the Company shall pay Consultant all fees and reimburse Consultant for all reasonable expenses incurred hereunder prior to the date of termination.

2. Consulting Services . From time to time during the Term, Consultant shall provide advisory and consulting services with respect to strategic matters and opportunities regarding the Company and its business and operations, for a minimum of 24 hours per month (the " Consulting Services ").

3. Consulting Fees . As compensation for the Consulting Services, the Company will pay to Consultant a monthly fee based on a per annum rate of Two Hundred Fifty Thousand Dollars ($250,000), payable via bank wire transfer on the last day of each month. In addition, the Company shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in connection with the performance of the Consulting Services. The Company shall reimburse all expenses due to Consultant within a reasonable period after Consultant submits such expenses to the Company for reimbursement provided that the expenses are incurred during the Term, are submitted to the Company within (30) days after they are incurred, and otherwise are substantiated in accordance with the reimbursement policy of the Company. If any reimbursement is taxable to the Consultant, the following provisions shall apply: The amount of expenses that are eligible for reimbursement during the taxable year of the Consultant may not affect the expenses eligible for reimbursement in any other taxable year. The reimbursement must be paid to the Consultant within thirty (30) days after the Consultant submits the related expense reports and receipts. The right to reimbursement is not subject to liquidation or exchange for another benefit. A taxable reimbursement otherwise will be made in a manner intended to avoid the imposition of tax under Section 409A of the Internal Revenue Code of 1986.

4. Restrictive Covenants . (a) Non-Competition . Consultant hereby covenants and agrees that during the Term, Consultant shall not, without the written consent of the Company, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company or credit union, or any direct or indirect subsidiary of any such entity, which is headquartered in the states of New York, New Jersey or Pennsylvania or the owner of 10% or greater of the voting equity of any such entity; provided, however , that this shall not prohibit or restrict any investment in any such entity by XYZ Capital or any other investment company or fund with which Consultant is affiliated and the fund manager or advisor for which is registered with the U.S. Securities and Exchange Commission.

(b) Conf identiality . Consultant hereby covenants and agrees that during the Term and for the period ending two years after the latter of (i) the effective date of termination of this Consulting Agreement and (ii) the date upon which the Designee ceases to serve as a director of the Company and the Bank he shall not directly or indirectly use or disclose, except as required by law or judicial or regulatory proceedings or as authorized by the Company, any Company Information (as defined below) that Consultant may have or acquire (whether or not developed or compiled by

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Consultant) during the Term. The term Company Information as used in this Consulting Agreement shall mean confidential or proprietary information including strategic plans specific to the Company and its business operations, technical and financial information and customer or client lists, relating to the Company or its programs or procedures, including without limitation, information received by the Company from third parties under confidential conditions. Notwithstanding the foregoing, the term Company Information shall also include, without limitation, the Companys computer database, forms and form letters, form contracts, information regarding specific transactions, financial information and estimates and long-term planning and goals specific to the Company and its business operations. The term Company Information shall not include information that has become generally available to the public other than as a result of disclosure by Consultant in violation of this Consulting Agreement. Consultant also agrees to comply with the terms of the Companys securities trading policy during the Term. Notwithstanding anything to the contrary set forth herein, the Company acknowledges that Consultant has been retained due to, among other things, provide his experience and expertise in the management of the operations, growth and strategic development of retail and commercial banking businesses, and the restrictions on disclosure and use of Company Information set forth in this Section 4(b) shall not be deemed to prohibit Consultant from utilizing that experience and expertise following termination of the non-compete covenant set forth in Section 4(a) above in connection with his acting in any capacity or taking any action that might otherwise be prohibited during the period of effectiveness of such non-compete covenant.

(c) Non-Solicitation . Consultant hereby covenants and agrees that during the Term and, if this Consulting Agreement is terminated prior to the expiration of the Initial Term, for a period of six (6) months after the effective date of such termination, Consultant shall not without the written consent of the Company: (i) solicit, offer employment to, or take any other action intended to cause any officer or employee of the Company or any of its subsidiaries to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other financial institution;

(ii) provide any information, advice or recommendation to any officer or employee of the Company or any of its subsidiaries with respect to any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other financial institution, that is intended to cause such officer or employee of the Company or any of its affiliates or subsidiaries to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any savings bank, savings and loan association, bank, bank holding company, savings and loan holding company, or other financial institution; or

(iii) solicit, provide any information, advice or recommendation or take any other action intended to cause any customer (other than Consultant or any customer affiliated with or related to Consultant as of the date of this Consulting Agreement) of the Company or any of its subsidiaries to terminate an existing business or commercial relationship with the Company or its subsidiaries.

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5. Independent Contractor Relationship . The manner, means, details or methods by which Consultant performs the Consulting Services under this Consulting Agreement shall be solely within Consultant's discretion. The Company shall not have the authority to, nor shall it, supervise, direct or control the manner, means, details or methods by which Consultant performs the Consulting Services under this Consulting Agreement and nothing in this Consulting Agreement shall be construed to grant the Company any such authority. Consultant shall not become, by virtue of the consulting relationship described herein, an employee of the Company. Consultant and the Company acknowledge and agree that Consultant's relationship with the Company shall be that of an independent contractor. Nothing in this Consulting Agreement is intended, or should be construed, to create a partnership, agency or joint venture between Consultant and the Company.

6. Board Representation . Subject to the director qualification standards of each of the Company and Republic First Bank (the Bank), within 30 calendar days of the date of this Consulting Agreement, the Company shall, and shall cause the Bank to, appoint Consultants designee (the Designee) to the Board of Directors of the Company and the Board of Directors of the Bank, respectively, as a Class III member to serve in accordance with the articles of incorporation and bylaws of the Company and the articles of incorporation and bylaws of the Bank. During the Term,

(i) with respect to each meeting of the Company's stockholders at which the Designee's then-current term expires, the Company's board of directors shall nominate the Designee and the Company shall recommend to its stockholders the election of the Designee to the Company's board of directors, and the Company shall solicit proxies for election of the Designee to the same extent as it solicits proxies for its other nominees for the board of directors, and

(ii) with respect to each meeting of the Bank's stockholder (or any action by written consent in lieu of such meeting) at which the Designee's then-current term expires, the Company shall elect the Designee to serve on the Bank's board of directors, in each case subject to the director qualification standards of the Company and the Bank, respectively. During the Term, in the event that the Designee is unable to continue serving as a director of the Company and the Bank as a result of illness, incapacity, death, retirement, resignation or any other reason, Consultant shall designate an individual to replace the Designee as a director of the Company and the Bank, subject to the director qualification standards of the Company and the Bank, respectively, and the Company shall promptly take all action necessary to cause such individual to be elected to the boards of directors of the Company and the Bank (and such individual shall constitute the "Designee" for all purposes hereunder). The Designee shall be entitled to the same compensation, expense reimbursement and indemnification in connection with his or her service as a director as are enjoyed by the other members of the board of directors of the Company and the Bank. Upon termination of this Consulting Agreement pursuant to Section 1(b) by the Company or by the Consultant, or, if later, on such date as Consultant, together with (i) his affiliates, (ii) the persons listed on the attached Exhibit A and (iii) any other person who may be deemed, with Consultant, to constitute a group, (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), is not the record or beneficial owner of at least 4.9% of the outstanding Common Stock of the Company, Consultant

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shall use his reasonable best efforts to cause the Designee to resign from service as a director of the Company and the Bank.

7. Other Agreements of the Consultant . In consideration of the provisions of this Consulting Agreement, during the Term and, if this Consulting Agreement is terminated prior to the expiration of the Initial Term, during the period ending on and including the date on which the Designee ceases to serve as a director of the Company and the Bank, Consultant agrees as follows:

(a) Obligation Regarding Voting . To the extent permitted by law, Consultant shall vote or cause to be voted Company stock beneficially owned by Consultant in favor of Company proposals regarding ratification of the Companys auditors and election of Company nominees to its Board of Directors.

(b) Negative Covenants . Unless required by law or court order, Consultant shall not, directly or indirectly: i. seek or accept representation of more than one member of the Board of Directors of the Company or the Bank; ii. seek to have any representative serve as the Chairman of the Board of directors, or chairman of an executive or similar committee of the Company or the Banks Board of Directors or as President or Chief Executive Officer of the Company or the Bank; iii. propose a director in opposition to nominees proposed by the management of the Company or the Bank for the Board of Directors of the Company or the Bank, respectively; iv. support, initiate or participate in any proxy contest against the Company or the Bank; v. cause, cooperate or otherwise aid in the preparation of any press release or other publicity (other than filings required by securities laws) concerning the Company or the Bank or its operations without prior approval of the Company unless required by law, in which case notice of such requirement shall be given to the Company or otherwise make any public statement in opposition to, or that would reflect negatively against, the Company or the Bank, the Board of Directors of the Company or the Bank, or any of the officers of the Company or the Bank; vi. directly or indirectly participate or act in concert with any affiliate, group or other person to participate, by encouragement or otherwise, in any litigation seeking to effect or facilitate (i) a change in control, consolidation, merger or sale, conveyance, transfer or other disposition of all or substantially all of the property and assets of the Company or the Bank, (ii) termination or removal of any of the Company’s officers or directors or (iii) a proposal regarding any action described in clauses (i) or (ii) above; vii. seek to amend, or otherwise take action to change, the articles of incorporation, charter, or bylaws of the Company or the Bank; 5 viii. acquire beneficial ownership of 10.0% or more of the outstanding common stock of the Company; or ix. assist, aid or abet any of its affiliates or associates that are not parties to this Consulting Agreement or act in concert with any person or company to do any of the foregoing.

8. Specific Performance . The parties acknowledge that the covenants set forth in Sections 4, 6 and 7 are under all of the circumstances reasonable and necessary for the protection of the Company and its respective business and the Consultant, as applicable. In the event that Company or the Consultant, as applicable, shall breach any of the provisions of Sections 4, 6 or 7, or in the event that any such breach is threatened by such party, in addition to and without limiting or waiving any other remedies available to the non-breaching party, at law or in equity,

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the Company or the Consultant, as applicable, shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of Sections 4, 6 and 7 while such provisions are in effect. The Company and the Consultant acknowledge and agree that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any action or proceeding is brought seeking injunctive relief, the breaching party shall not use as a defense thereto that there is an adequate remedy at law. Nothing in this Section 8 shall affect or restrict or limit any other provisions of this Consulting Agreement, including Company’s or the Consultant’s right to terminate this Consulting Agreement pursuant to Section 1 hereof.

9. Assignment . The obligations under this Consulting Agreement are personal to Consultant and may not be assigned by Consultant. This Consulting Agreement is binding on, and will inure to the benefit of, the Company and its successors and assigns.

10. Counterparts . This Consulting Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Consulting Agreement or any counterpart hereof to produce or account for any of the other counterparts.

11. Governing Law . This Consulting Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its choice-of-law rules.

12. Entire Agreement; No Oral Modifications . This Consulting Agreement sets forth the entire agreement between Consultant and the Company with respect to the subject matter contained therein and supersedes any and all other prior agreements, promises, covenants, arrangements, negotiations, communications, representations or warranties. No waiver or modification in whole or in part of this Consulting Agreement, or any term or condition hereof, shall be effective against any party unless in writing and duly signed by the party sought to be bound.

13. Notice . For the purposes of this Consulting Agreement, notices, demands and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Consultant: Mr. Z, Address If to Company: Company D, Address Attention: Ms. Y Chairwoman, President and Chief Executive Officer or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

14. Validity . The invalidity or unenforceability of any provision or provisions of this Consulting Agreement shall not affect the validity or enforceability of any other provision of this Consulting Agreement, which shall remain in full force and effect.

15. Representations of Consultant . The Consultant hereby represents to the Company as follows:

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(i) except for the Amended and Restated Employment Agreement between Consultant and Commerce Bancorp, Inc., dated January 1, 2006, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or other party, or by any other agreement that could restrict the Consultants ability to perform the Consulting Services contemplated hereby;

(ii) his performance of Consulting Services as an independent contractor of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to his engagement of providing consulting services as an independent contractor to the Company;

(iii) to his knowledge, the Consultant is not prevented from performing the Consulting Services by any applicable statute, rule, or regulation or regulatory authority;

(iv) he has carefully read this Consulting Agreement, understands the contents herein, and freely and voluntarily assents to all of the terms and conditions of this Consulting Agreement; and

(v) he has had an opportunity to fully discuss and review the terms of this Consulting Agreement with an attorney.

16. Survival . The provisions of Sections 4(b), 4(c) and 7 shall survive the termination of this Consulting Agreement and shall terminate only at the conclusion of the respective periods stated therein; provided , however , that if the Company terminates this Consulting Agreement, the provisions of Section 7 shall not survive. Except as set forth above, the provisions of this Consulting Agreement shall not survive termination of this Consulting Agreement. 8

IN WITNESS WHEREOF, Consultant and a duly authorized representative of the Company have executed this Consulting Agreement as of the Effective Date.

MR. Z, II COMPANY D, INC. By: Mr. Z, II Ms. Y Chairwoman, President and Chief Executive Officer

Exhibit

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This Consulting Agreementis made and entered into effective as of January 1, 2009 (Effective Date),

by and between Company D., of XXXand

Mr.E, XXX, ("Consultant").

In consideration of the mutual covenants set forth below, the parties hereby agree as follows:

1. Engagement of Services and Statement of Work Pursuant to the provisions of this Consulting Agreement, Consultant is hereby retained by Company D to perform services for Company D. Consultant shall provide the services set forth in Appendix 1, Statement of Work and Procedures (Statement of Work), and others services reasonably requested by Company Ds Executive Vice President and Chief Financial Officer (CFO) (Services). A Statement of Work can only be amended in a writing signed by the parties. Consultant shall follow the procedures in the Statement of Work in performing all Services. Consultant shall not perform any services for the Company other than Services and shall communicate with third parties only as reasonably necessary to perform the Services.

2. Contact and Key Personnel

Consultants contact person at Company D shall be Company Ds CFO. Consultant may not retain third parties to carry out any of its obligations hereunder unless Consultant obtains Company Ds prior written consent, which shall be determined in Company Ds sole discretion.

3. Compensation

(a) In consideration for Consultants performance of the Services, Company D agrees to compensate Consultant as follows:

i. Company D shall pay Consultant a base consulting fee of $20,323 per month. Consultant agrees that he will commit the time necessary to perform the services. Travel time, as requested and/or approved in advance by Company D, shall be included in such time.

ii. Coincident with the Company paying employee bonuses for the 2008 fiscal year but no later than February 15, 2009, a lump sum equal to $48,776 will be paid to consultant.

(b) Consultant shall continue to vest in his stock options and restricted stock (Awards) pursuant to the terms of those Awards as long as he remains a service provider under this Consulting Agreement. Following the date of termination of this Consulting Agreement under Section 8(a), subject to the approval of the Company’s Compensation Committee, Consultant shall have a period up to one year to exercise any stock options that have vested.

(c) In completing the consulting services, Consultant agrees to provide his own equipment, tools and other materials at his own expense; however, Company D shall reimburse Consultant for

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reasonable telecommunications and travel expenses incurred by the Consultant in the course of performing services under this Consulting Agreement; provided, however, that Company D shall not be obligated hereunder unless (i) Company D has agreed in advance to reimburse such costs and, (ii) Consultant provides Company D with appropriate receipts or other relevant documentation for all such costs as part of any submission for reimbursement in accordance with Company Ds standard policies.

4. Billing and Payments

Consultant will submit invoices by e-mail to Company D monthly for the Services for the previous month. Payment for the Services is due and payable within fifteen (15) days of Company Ds receipt of an invoice. Payment will be by check drawn against a U.S. bank account. Late payments beyond this fifteen (15) day period will be subject to a monthly finance charge of 1% of the amount outstanding.

5. Independent Contractor

(a) Consultant acknowledges and agrees that he is an independent contractor and that neither he nor any of his employees or sub-contractors (if any) is entitled to participate in any of Company D's benefit plans, including, without limitation: vacation, disability, life insurance, attendance bonuses, pre-retirement leave, pension and annuity, 401(k), and accidental death and dismemberment, health or related benefits. In addition, Consultant (and Consultants agents, employees, and contractors) waives any and all rights, if any, to participation in any of Company Ds fringe benefit plans or programs including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers compensation coverage, and pension or 401(k) benefit(s) provided by Company D to its employees.

(b) Consultant represents that: (i) to the extent necessary for Consultant to perform under this Consulting Agreement, he is and will continue to be for the term of this Consulting Agreement in compliance with all applicable federal, state, and local laws, ordinances, and regulations; (ii) he can enter into this Consulting Agreement without violating any contractual, professional, or other legal obligations he may have; (iii) Company D shall not be liable for the payment of any salaries, income tax withholding, social security tax withholding, workers compensation insurance or disability insurance premiums, benefits, or other appearances of direct employment for Consultant; and (iv) Consultant is solely responsible for, and will timely file all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Consulting Agreement.

(c) Consultant agrees and warrants, as an independent contractor, to perform the Services with all reasonable skill, care and diligence on a best efforts basis in a timely manner, provided that such best efforts shall not require performance to a commercially unreasonable standard.

(d) Consultant is not authorized to represent that he is an agent, employee, or legal representative of Company D. Consultant is not authorized to make any representation, contract, or

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commitment on behalf of Company D or incur any liabilities or obligations of any kind in the name of or on behalf of Company D.

6. Confidentiality

Consultant shall keep Company Ds information confidential according to the terms of the Company D Intellectual Property Agreement between the parties dated January 1, 2009 (the Intellectual Property Agreement ), which shall remain in full force and effect while Consultant is performing services under this Consulting Agreement. Nothing in this Consulting Agreement shall modify or abrogate the terms of the Intellectual Property Agreement and any post termination restrictions in the Intellectual Property Agreement shall run from the date consultant ceases to perform services under this Consulting Agreement.

7. No Conflict of Interest or Improper Use of Materials

(a) Consultant represents and warrants that he will not use in the performance of the Services any materials, documents or information for which Consultant owes a continued duty of confidentiality.

(b) During the term of this Consulting Agreement (but in any event through March 31, 2009), unless written permission is given by Company D, Consultant will not accept work, enter into a contract, or provide services to any third party that provides products or services which compete with the products or services provided by Company D nor may Consultant enter into any agreement or perform any services which would conflict or interfere with the services provided pursuant to or the obligations under this Consulting Agreement. Consultant represents and warrants that he is not working with any client on any activities or interests that conflict or may conflict with the interests of Company D. If approached by a potential client, Consultant shall disclose this information to Company D and agrees to seek Company Ds specific written agreement to Consultants representation of such third party. Company D may withhold such agreement at its sole discretion.

8. Term and Termination

(a) Unless previously terminated as set forth below, this Consulting Agreement shall terminate on March 31, 2009. Either party may terminate this Consulting Agreement in the event of a material breach by the other party if such breach continues uncured for a period of fifteen (15) days after written notice of such breach. Upon any such termination, the parties shall remain subject to Sections 3(a) and (b) hereof through the date such termination becomes effective, and in addition, Company D shall remain obligated to reimburse Consultant for expenses incurred pursuant to Section 3(c) through the date of termination, and shall promptly reimburse Consultant upon being invoiced.

(b) Upon any termination or expiration of this Consulting Agreement, Consultant (i) shall immediately discontinue all use of Company Ds confidential information delivered under this Consulting Agreement; (ii) shall delete any such Company D confidential information from

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Consultants computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) shall return to Company D or, at Company Ds option, destroy, all copies of such confidential information then in Consultants possession.

(c) The following provisions shall survive despite any termination of this Consulting Agreement: 6, 7, 8, 9, 10, 11, 13, 14, 15 and 16.

9. Assignment

The rights and liabilities of the parties shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be. Because Company D has specifically contracted for the services of Consultant, Consultant may not assign or delegate Consultant's obligations under this Consulting Agreement either in whole or in part without the prior written consent of Company D.

10. Governing Law, Severability

This Consulting Agreement shall be governed by and construed according to the laws of the State of Washington, excluding its choice of law provisions. If any provision of this Consulting Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Consulting Agreement shall continue in full force and effect.

11. Arbitration

Any dispute arising under or related to this Consulting Agreement shall be resolved by binding arbitration under the Commercial Arbitration Rules and administration of the American Arbitration Association (AAA) before one (1) arbitrator jointly selected by the parties or, if the parties are unable to agree, appointed under the AAA rules. Such arbitration shall take place in Washington, DC or Reston, VA, unless otherwise agreed in writing. The arbitration award shall be final and binding upon the parties and judgment may be entered upon the application of either party by the court having the jurisdiction. Each party shall bear the cost of preparing and presenting its case, and the cost of the arbitration (including fees and expenses of the arbitrators) shall be shared equally by the parties unless the award otherwise provides.

12. Notices

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified in this Consulting Agreement or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or, if sent by overnight courier, one (1) day after the sending, or, if sent by certified or registered mail, three (3) days after the date of mailing.

13. Limitation of Damages

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EXCEPT AS PROVIDED IN SECTIONS 6, 14 AND 15, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND (B) EITHER PARTYS SOLE LIABILITY TO THE OTHER PARTY, IF ANY, SHALL IN NO EVENT EXCEED THE FEES PAID BY Company D UNDER THIS CONSULTING AGREEMENT.

14. Indemnification Each party shall indemnify and hold harmless the other party (including for reasonable attorney’s fees and costs) from any and all losses, claims, damages and liability, including reasonable attorney’s fees and costs, for any third-party claims arising out of the indemnifying party’s breach of this Consulting Agreement, misconduct or negligence. 15. Intellectual Property

(a) Consultant hereby irrevocably grants to Company D all right, title and interest in document, development, work product, know-how, design, processes, invention, technique, trade secret, or idea, and all intellectual property rights related thereto, that is created by Consultant, to which Consultant contributes, or which relates to Consultants services provided pursuant to this Consulting Agreement (the Work Product), including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto. Consultant agrees that any and all Work Product shall be and remain the property of Company D. Consultant will immediately disclose to Company D all Work Product. Any copyrighted works created by Consultant under this Consulting Agreement shall be considered works for hire. Consultant agrees to take any steps reasonably necessary to protect Company Ds rights, including without limitation executing any documents necessary or desirable for doing so. If Consultant does not execute such documents within a reasonable time, Consultant hereby irrevocably appoints Company D as Consultants attorney-in-fact for the purpose of executing such documents on Consultants behalf, which appointment is coupled with an interest.

(b) Consultant represents and warrants that, to his knowledge, no aspect of the Services will infringe the intellectual property rights of any third party. 16. Complete Understanding; Modification

This Consulting Agreement, including all other documents mentioned herein, constitutes the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Consulting Agreement shall be effective only if in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.Company D. Dennis Schmitt/s/ Mr. H /s/Mr.EBy: By: Company D Services Limited, a partner By:Mr.EBy: Company D North America, Inc., its parent By: Mr. H

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Chief Financial Officer

APPENDIX 1 TO CONSULTING AGREEMENT

Statement of Work and Procedures1. Consultant shall, prior to March 10, 2009, provide all support as requested by the CFO and Controller to assist with the preparation of the Companys 2008 Form 10K.

2. Consultant shall, prior to March 31, 2009, effect a full transition of all responsibilities and work product related to the Companys international activities including but not limited to:

all financial schedules prepared in support of statutory audit, tax filings or other financial analysis -all memorandums, schedules or other data supporting accounting or tax positions or treatments established by the Company up through the termination date of this Consulting Agreement -any data related to financial recordkeeping or accounting related to the Companys international activities -any contact information for individuals who have provided, do provide or will provide support or services to the Company related to its international activities -any other information or data that is relevant to the Companys international activities up through the termination date of this Consulting Agreement.

3. Consultant shall, prior to March 31, 2009, effect a full transition of all responsibilities and work product related to the Oracle financial platform.

4. Consultant shall, prior to March 31, 2009, effect a full transition of all responsibilities and work product related to the Companys U.S. tax filings.

5. Consultant shall, prior to March 31, 2009, effect a full transition of all responsibilities and work product related any other areas as determined by the CFO during the term of this Consulting Agreement.

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CA#33CONSULTING AGREEMENT CONSULTING AGREEMENT

dated this 20th day of June 2011by and between

Company F, Inc. (the "Company")and Mr.G ("Mr. G").

WITNESSETH: WHEREAS, Mr.G serves as an executive Chairman of the Company's Board of Directors (the "Board") pursuant to that certain Amended and Restated Executive Employment Agreement dated as of December 18, 2008 (the "Employment Agreement"); WHEREAS, Mr.G desires to retire from his position as an officer and employee of the Company (but not as Chairman of the Board) at the end of the Company's current fiscal year on January 28, 2012 (the effective date of such retirement is referred to as the "Retirement Date") and to provide consulting services to the Company following the Retirement Date as the Board may reasonably consider appropriate; and WHEREAS, the parties desire to set forth their respective rights and obligations regarding Marciano's consulting arrangement.

NOW, THEREFORE, in consideration of the covenants set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Consulting Period . On the Retirement Date, the Company agrees to retain Mr.G as a consultant to provide the services described in Section 2 below from the Retirement Date until the second (2 nd ) anniversary of the Retirement Date (the "Consulting Period"), as provided in this Consulting Agreement.

2. Consulting Services . Mr.G shall provide such consulting services to the Company as reasonably requested by the Board from time to time; provided that Mr.G and the Company agree that in no event will the Company require, nor will Mr.G perform, a level of services during the Consulting Period that would result in Mr.G not having a "separation from service" (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A")) from the Company and its subsidiaries on the Retirement Date. These services may include but are not limited to actively participating in major marketing or sales initiatives, performing any transition and integration services related to the Company's business and cooperating with the Company regarding any litigation initiated involving matters of which Mr.G has particular knowledge (the "Consulting Services"). Mr.G agrees to be available up to seven days per month during the Consulting Period to perform the Consulting Services. The Consulting Services will be performed at such times as are reasonably requested by the Company after reasonable consultation with Marciano. Mr.G shall provide these services in Los Angeles, California, provided that Mr.G shall be required to travel for business and client meetings as reasonably requested by the Company.

3. Fees . As compensation for the Consulting Services, the Company shall pay Mr.G five hundred thousand dollars ($500,000) per annum during the Consulting Period. Fees shall be paid

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monthly in arrears by the 15 th day of the following month. Should Mr.G die or become "disabled" (within the meaning of the Employment Agreement) during the Consulting Period, the Company shall make a lump sum cash payment to Mr.G (or, in the event of his death, to his estate) of an amount equal to the remaining payments owed through the end of the Consulting Period, with such payment to be made as soon as practicable (but in all events within thirty (30) days) following the date of Marciano's death or the date Mr.G becomes "disabled." Mr.G shall not be entitled to participate, and shall not participate in, any employee benefit plan providing benefits to Company employees, whether presently in force or adopted subsequent to this Consulting Agreement, with respect to his Consulting Services. Notwithstanding the foregoing, Mr.G shall retain all compensation and benefits that continue past his Retirement Date pursuant to the terms of this Consulting Agreement, the Employment Agreement or otherwise, including, without limitation, his lifetime retiree medical benefits provided for under the Employment Agreement. All reasonable and necessary business expenses incurred by Mr.G in the performance of the Consulting Services shall be promptly reimbursed by the Company in accordance with the Company's standard expense reimbursement policies applicable to independent contractors. However, Mr.G shall not be entitled to receive any home security or other perquisites or benefits (other than the provision of an automobile in a manner consistent with its past practice) following the Retirement Date.

4. FY 2012 Bonus . Mr.G shall receive an annual cash incentive bonus for the Company's current fiscal year (fiscal 2012) (the "FY 2012 Bonus") pursuant to the terms of the Employment Agreement and the Company's Annual Incentive Bonus Plan (and, if appropriate, the Company's 2004 Equity Incentive Plan), provided that the amount of the FY 2012 Bonus paid to Mr.G shall not be less than Marciano's Target Bonus (within the meaning of the Employment Agreement). During the Consulting Period, Mr.G shall not be eligible to participate in the Company's annual bonus or other cash incentive compensation plans or programs, or to otherwise earn any bonus or cash incentive fees for the Consulting Services.

5. Equity Based Incentive Awards . Mr.G shall not be eligible to receive equity or other non-cash awards under the Company's 2004 Equity Incentive Plan, any successor plan or otherwise with respect to his provision of the Consulting Services. Notwithstanding anything to the contrary in the award agreements evidencing Marciano's stock options, restricted stock awards or other equity awards that are currently outstanding and not otherwise vested or scheduled to vest in accordance with their terms on or before the Retirement Date (the "Outstanding Unvested Equity Awards"), any Outstanding Unvested Equity Awards shall not terminate or be forfeited on the Retirement Date so long as Mr.G continues to serve on the Board immediately following the Retirement Date. Instead, any Outstanding Unvested Equity Awards shall continue to become vested and exercisable based on Marciano's continued service as a member of the Board, on the same basis as if he had remained an employee of the Company for the period of time he continues to serve on the Board, with each installment of such Outstanding Unvested Equity Awards becoming vested and exercisable on the applicable vesting date as long as Mr.G continues to serve as a member of the Board through the applicable vesting date. With respect to any Outstanding Unvested Equity Awards that are stock options, the date Mr.G ceases to serve as a member of the Board shall be treated as Marciano's "Severance Date" for purposes of the applicable award agreements, and Mr.G will be considered to have retired from the Company on such Severance Date for purposes of such award agreements. In addition, and notwithstanding

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anything to the contrary in the Employment Agreement, Mr.G shall not be eligible to receive any performance share, stock option or other awards under the Company's 2004 Equity Incentive Plan or any successor plan with respect to his employment by the Company during the Company's current fiscal year (fiscal 2012). For the avoidance of doubt, nothing in this Section 5 is intended as, nor shall be construed as, an amendment to the terms of any of Marciano's stock options, restricted stock awards or other equity awards that are not Outstanding Unvested Equity Awards ( i.e. , equity awards that are currently vested or scheduled to vest in accordance with their terms on or before the Retirement Date).

6. Resignation . Mr.G hereby agrees to resign as an employee and officer of the Company and any affiliate or subsidiary of the Company, and from any board of directors, board of managers or similar positions (other than as a member of the Board) or employee benefit plan or other committee, effective as of the Retirement Date. Marciano's resignation as described above shall be treated as a termination of employment due to "Retirement" under the Employment Agreement; provided, however, that in no event shall such treatment in any way be interpreted to reduce or otherwise limit his rights as provided hereunder, including, but not limited to, full payment of his FY 2012 Bonus under Section 4 of this Consulting Agreement and continued rights with respect to Outstanding Unvested Equity Awards under Section 5 of this Consulting Agreement based on service with the Board. The parties hereby agree that the Executive will have a "separation from service" (within the meaning of Section 409A) from the Company and its subsidiaries on the Retirement Date, and that payment of the Executive's accrued benefits as of such date shall be made under the Company F, Inc. Supplemental Executive Retirement Plan and the Company F, Inc. Nonqualified Deferred Compensation Plan in accordance with the terms of each such plan and the Executive's elections thereunder.

7. Non-Employee Director Compensation . During the Consulting Period, Mr.G shall be eligible to receive any compensation provided to the non-employee members of the Board pursuant to the Company's generally applicable non-employee director compensation arrangements, and nothing in this Consulting Agreement shall limit Marciano's rights to receive additional compensation for his services as a member of the Board following the Retirement Date.

8. Status . Mr.G acknowledges and agrees that his status at all times during the Consulting Period shall be that of an independent contractor. Mr.G hereby waives any rights to be treated as an employee or deemed employee of the Company or any of its affiliates for any purpose following his termination of employment at the Retirement Date except as provided under his Employment Agreement. The parties hereby acknowledge and agree that the compensation provided for in Section 3 shall represent fees for Consulting Services provided by Mr.G as an independent contractor, and shall be paid without any deductions or withholdings for taxes. The Company may withhold from any and all amounts payable with respect to the FY 2012 Bonus and the Outstanding Unvested Equity Awards such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

9. Retained Property . During the Consulting Period, Mr.G shall retain all property of the Company in his possession, including, but not limited to, credit cards, security key cards, telephone cards, car service cards, computer software or hardware, Company identification

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cards, Company records and copies of records, correspondence and copies of correspondence and other books or manuals issued by the Company.

10. Assignability . Mr.G may not assign or transfer this Consulting Agreement or any of Marciano's rights, duties or obligations hereunder. The Company may assign this Consulting Agreement to any person or entity acquiring all or substantially all of the assets (by merger or otherwise) of the Company so long as such person, entity or affiliate assumes the Company's obligations hereunder.

11. Entire Agreement . This Consulting Agreement constitutes the full and complete understanding and agreement of the parties hereto with respect to engaging Mr.G as a consultant to the Company on the Retirement Date. This Consulting Agreement may not be changed or amended orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Mr.G shall continue to be employed by the Company pursuant to the terms of the Employment Agreement until the Retirement Date.

12. Divisibility . If any one or more of the provisions of this Consulting Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions and other application thereof shall not in any way be affected or impaired.

13. Applicable Law . This Consulting Agreement shall be governed by, and the rights and obligations of the parties determined in accordance with, the laws of the State of California as in effect for contracts made and to be performed in the State of California.

14. Survival . All of the Company's obligations hereunder shall survive the termination of this Consulting Agreement.

15. Counterparts . This Consulting Agreement may be executed in counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same Consulting Agreement. One or more counterparts of this Consulting Agreement may be delivered by facsimile or photographic copy of the signed counterpart, with the intention that delivery by such means shall have the same effect as delivery of an original counterpart thereof.

16. Section 409A . It is intended that any amounts payable under this Consulting Agreement and the Company's and Marciano's exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A. This Consulting Agreement shall be construed and interpreted consistent with that intent. Any reimbursement payment due to Mr.G under Section 3 shall be paid on or before the last day of Marciano's taxable year following the taxable year in which the related expense was incurred. Any reimbursement payment due to Mr.G pursuant to Section 3 is not subject to liquidation or exchange for another benefit and the amount of such expenses eligible for reimbursement that Mr.G receives in one taxable year shall not affect the expenses eligible for reimbursement that Mr.G receives in any other taxable year.

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IN WITNESS WHEREOF, the undersigned have duly executed this Consulting Agreement as of the day and year first above written.

Mr. G |s|Mr. G

COMPANY F, INC. |s|Mr. F By: Mr F. Its: Senior Vice President and Chief Financial Officer

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THIS CONSULTING AGREEMENT,dated as of January 3, 2011,

is between Company J., a Colorado corporation (the "Company"),and

Mr. H ("Consultant").

RECITALS :

WHEREAS, the Consultant is and has been employed by the Company pursuant to an Amended and Restated Employment Agreement dated May 12, 2009 (the "2009 Employment Agreement"); and

WHEREAS, the Consultant and the Company desire to address the anticipated retirement of the Consultant as an officer and employee of the Company on March 31, 2013 (the "Retirement Date"), and to define the terms of a new consulting arrangement with the Company that will replace the 2009 Employment Agreement and be effective on the Retirement Date;

AGREEMENT :

NOW, THEREFORE, the Company and the Consultant agree as follows:

The Consulting Agreement set forth below shall be effective as of the date of the termination of the 2009 Employment Agreement, other than termination for cause or as a result of Consultant's death, and upon the Consultant's resignation, termination or retirement as an officer and employee of the Company (the "Effective Date"):

1. Retirement as Officer and Retention as Consultant.

1.1 Retirement as Officer and Employee. Effective on the Effective Date, the Consultant shall cease to be the Chief Financial Officer of the Company, the Executive Chairman of the Board of Directors (but Consultant may continue as the (non-executive) Chairman of the Board of Directors) and an employee of the Company.

1.2 Duties of Consultant and Board Service . Effective on the Effective Date, the Company shall employ the Consultant as a consultant.

(a) Duties as Consultant . The Consultant's duties as a consultant shall consist of those duties assigned by the Company's Chief Executive Officer and agreed upon by the Consultant; provided that such duties shall not require the Consultant's services for more than the Maximum Number of Days per Year as hereinafter defined.

(b) Board Service. For so long as the Consultant is willing to serve on the Board and has not been terminated pursuant to Section 4, the

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Board shall nominate Consultant for election to the Board. The failure to elect to, or removal from, the Board of Directors shall not constitute a resignation from or termination of the Consultant's services under this Consulting Agreement.

(c) The Consultant acknowledges that he will not be an employee of the Company, but will be treated as an independent contractor, that the Company will have no right to control or direct the details, manner or means by which Consultant accomplishes his services, and that Consultant is free to do work for other entities during the term of this Agreement. The Consultant will be solely liable and responsible for the payment of all appropriate federal, state and local business taxes, corporate taxes, income taxes and employment and self-employment taxes on any monies paid under this Agreement. Because the Consultant is not an employee of the Company, the Consultant is not entitled to, and will have no claims against the Company for, any benefits to which Company employees are entitled including, without limitation, vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, or unemployment insurance benefits. The Company will not withhold any taxes from amounts paid pursuant to this Agreement.

1.3 Performance . Throughout the period of Consultant's services hereunder, Consultant shall devote appropriate time, attention, knowledge and skills, faithfully, diligently, and to the best of Consultant's ability, to the active performance of Consultant's duties and responsibilities hereunder; provided, however, Consultant may serve as a director of other corporations and entities and may engage in other activities to the extent they do not inhibit the performance of Consultant's duties hereunder, or conflict with the business of the Company. Consultant shall disclose to the Company the name of any corporation or entity on which he serves as a director or in a similar capacity and describe other activities that are not personal in nature in which he engages. Consultant shall do such traveling as reasonably may be required in connection with the performance of such duties and responsibilities. Consultant shall not be required to relocate Consultant's residence and Consultant may conduct work out of his residence from time to time as, appropriate. Notwithstanding the above, the Consultant's duties shall not require the Consultant's services for more than the Maximum Number of Consulting Days per Year as is indicated in Section 3.1 below. A Consulting Day is defined as any day during which Consultant spends five hours or more or when Consultant spends fewer than five hours in each of two different days but totaling five or more hours for both days, performing Consultants duties.

2. Term of Agreement . Unless terminated as provided in Section 4, the term of this Consulting Agreement shall extend for five years from the Effective Date (the "Contract Period").

3. Compensation and Benefits .

3.1 Consulting Fees and Maximum Consulting Days Required . As compensation for services to be rendered by Consultant hereunder, the Company shall pay to Consultant an annual fee as follows:

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Annual Consulting Fee Maximum No. of Consulting Days/Year

For the first 12-month period: $ 166,000 100 For the second 12-month period: $ 151,750 90 For the third 12-month period: $ 136,000 80 For the fourth 12-month period: $ 124,000 70 For the fifth 12-month period: $ 106,000 60

Such compensation shall be paid to the Consultant in periodic installments (but in no event less frequently than monthly) in accordance with the standard payroll practices of the Company in effect from time to time. The Annual Consulting Fee is based on the Consultant working no more than the Maximum Number of Consulting Days per Year as indicated in the table above. Should the Company request the Consultant to work more than the Maximum Number of Consulting Days in the applicable 12-month period and should the Consultant agree to work more than the Maximum Number of Consulting Days in the applicable consecutive 12-month period, the Consultant will be paid $200 per additional Consulting hour, not to exceed $1,600 per Consulting Day.

3.2 Expenses . The Company promptly shall reimburse Consultant, upon presentation of appropriate receipts and vouchers, for any reasonable business expenses incurred by Consultant in connection with the performance of his duties and responsibilities hereunder.

3.3 Benefits and Perquisites .

(a) Home Office . Throughout the Contract Period, the Company shall provide the equipment, including a computer, printer and phone, for Consultant to maintain an office at his home.

(b) Automobile .

(1) Under the 2009 Employment Agreement, the Company has provided a new automobile to Consultant on November 30, 2010 for Consultant's sole use. At or before three years after the Company purchased the automobile, Consultant has the right to purchase, at its depreciated cost to the Company, the automobile previously provided. If such automobile is not fully

depreciated at the time the 2009 Employment Agreement is terminated, then Consultant shall have the right to use the automobile for the balance of the three year period and have the right to purchase the automobile at the end of such three year period at its then depreciated cost. The Consultant shall pay all costs of operating and maintaining or repairing such automobile during the period after the termination of the 2009 Employment Agreement through the end of the three year period.

(2) Throughout the Contract Period, the Company shall reimburse the Consultant for mileage for the business use of the Consultant's automobile and for mileage for commuting to and from the Company's office at the mileage rate established by the IRS for each fiscal year; provided that such expenses are properly substantiated by the Consultant and provided that the Consultant's

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submits for such reimbursement within 12 months after the fiscal year in which such expense was incurred.

3.4 Continuing Obligation . Except as otherwise provided in Section 4, the Company's obligation to pay compensation pursuant to this Section 3 shall continue and be enforceable notwithstanding the termination of this Consulting Agreement.

4. Termination . This Consulting Agreement may be terminated by the Company or Consultant as provided in this Section 4. Notwithstanding anything in this Consulting Agreement to the contrary, to the extent required by Code Section 409A, any payment that is subject to Code Section 409A and is payable upon the Consultant's termination for any reason shall be made only if such termination constitutes a "separation from service" as defined under Code Section 409A.

4.1 Death, Disability, Change in Control or Termination by the Company for Any Reason Other than For Cause. Upon termination of this Consulting Agreement and the Consultant's services with the Company at any time during the Contract Period upon the death of the Consultant, the disability of the Consultant, as a result of a change in control or any termination initiated by the Company for any reason other than for Cause, as defined in 4.2, the Company shall make payments to the Consultant as follows:

(a) Annual Consulting Fee . The Company shall pay the Annual Consulting Fee through the date of the termination of this Consulting Agreement and termination of Consultant's services. Within 30 days after the effective date of such termination, the Company shall pay Consultant one lump sum payment equal to the amount of the Annual Consulting Fees that would have been paid pursuant to Section 3.1 absent such termination from the date of termination through the remainder of the Contract Period.

(b) Benefits. Upon the termination of this Consulting Agreement and the termination of Consultant's services, ownership of all equipment provided by the Company for use by Consultant, including cell phone, computer and printer, shall be transferred to Consultant at no cost as of the date of termination, provided that Consultant is in compliance with Section 5 of this Consulting Agreement, and further provided, Consultant shall have the right to purchase the automobile provided by the Company for his use at a purchase price equal to 10% of the original cost of the automobile.

4.2 Termination For Cause.

(a) Definition . This Agreement may be terminated at any time at the option of the Company for Cause (as such term is hereinafter defined), effective as provided in Section 4.4. As used herein, the term "Cause" shall mean and be limited to: (i) conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony; (ii) the willful violation of the terms of this Agreement; (iii) gross negligence by Consultant in connection with the performance of Consultant's duties, responsibilities, agreements and covenants hereof, which violation or negligence shall continue uncorrected for a period of 45 calendar days after receipt by Consultant of a written notice from the Company; (iv) the appropriation (or attempted appropriation) of a material business opportunity of the

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Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (v) the misappropriation (or attempted misappropriation) of any of the Company's funds or property; or (vi) the excessive use (following at least one written warning) of alcohol or any illegal use of drugs or narcotics. For purposes of this Section, no act or failure to act on the Consultant's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Consultant shall not be deemed to have been terminated for Cause without written notice pursuant to Section 13 and providing Consultant an opportunity to be heard before the Board with the provisions relied upon for termination provided in reasonable detail to the Consultant.

(b) Annual Consulting Fees . Upon termination for Cause, the Company shall pay the Annual Consulting Fee through the date of the termination of this Consulting Agreement and termination of Consultant's services. The Company shall also promptly reimburse Consultant, upon presentation of appropriate receipts and vouchers, for any reasonable business expenses incurred by Consultant in connection with the performance of his duties and responsibilities prior to the date of termination. The Company shall have no further obligations pursuant to Section 3 of this Consulting Agreement.

4.3 Termination as a Result of a Change in Control .

(a) Change of Control Occurring Prior to Contract Period . If a change in control of the Company (as defined in Section 4.3(c)) occurs prior to the Contract Period when the 2009 Employment Agreement is effective, and then

(1) Consultant is terminated prior to the Effective Date, then Consultant shall receive the severance benefits as defined in the letter agreement dated December 22, 2008 as subsequently amended, (Severance Agreement) between the Company and Consultant and no payments shall be made by any requirements of this Consulting Agreement.

(2) Consultant is terminated during the Contract Period, then the payments made to Consultant as described in Section 4.1 shall apply and no payments shall be made by any requirements of the Severance Agreement.

(b) Change of Control Occurring During Contract Period . If a change in control of the Company occurs during the Contract Period and Consultant is terminated, then the payments made to Consultant as described in Section 4.1 shall apply.

(c) Definition . For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred (A) if any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than (1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (2) any Person who, on the date hereof, is a director or officer of the Company or whose shares of common stock of the Company are treated as beneficially owned

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(as defined in Rule 13d-3 under the Exchange Act) by any such director or officer, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 45% of the combined voting power of the Company's then outstanding securities; or (B) upon the first purchase of outstanding shares of the Company's outstanding common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company, by an employee benefit plan established or maintained by the Company or by any of their respective affiliates); or (C) if during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board and any new director (other than adirector designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (A) or (D) of this Subsection) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the Company directors then still in office who either (1) were directors at the beginning of the period or (2) whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (D) if the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (E) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; provided, however, a spinoff distribution to shareholders of the Company of all or part of the Company's equity interest in a subsidiary entity shall not constitute a change in control of the Company.

4.4 Termination by the Consultant . Upon termination of this Consulting Agreement by the Consultant at any time during the Contract Period, the Company shall pay the Annual Consulting Fee through the date of the termination of this Consulting Agreement and termination of Consultant's services. The Company shall also promptly reimburse Consultant, upon presentation of appropriate receipts and vouchers, for any reasonable business expenses incurred by Consultant in connection with the performance of his duties and responsibilities prior to the date of termination. The Company shall have no further obligations pursuant to Section 3 of this Consulting Agreement.

4.5 Notice of Termination . Either the Consultant or the Company may terminate this Consulting Agreement and the Consultant's services with the Company upon at least 30 days prior written notice to the other party which shall set forth the effective date of such termination, unless the termination is for Cause and then the terms of Section 4.2 will apply to the effective date of termination. Termination of this Consulting Agreement under this Section does not affect the Company's obligation to make all payments to Consultant which were fixed and determined prior to the effective date of termination and which are provided for in this Section 4.

5. Confidential Information.

5.1 Definition . Confidential Information means:

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(a) Any and all (i) trade secrets concerning the business and affairs of the Company, product specifications, data, know-how, formula, 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, architectures (and related formula), improvements, devices, discoveries, concepts, ideas, methods and information, and any other information, however documented, that is a trade secret within the meaning of Colorado Revised Statutes 7-74-101 et seq.; and

(b) information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and

(c) notes, analyses, compilations, studies, summaries and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing.

5.2 Disclosure and Use . Consultant shall not disclose, either during or subsequent to the Contract Period, any Confidential Information or proprietary data of the Company, whether or not developed by Consultant, except (i) as may be required for Consultant to perform Consultant's services to the Company; (ii) to the extent such information has been disclosed to Consultant by a third party who is not subject to restriction on the dissemination of such information; (iii) as such information becomes generally available to the public other than as a result of a disclosure by Consultant; (iv) information which must be disclosed as a result of a subpoena or other legal process, or (v) if Consultant shall first secure the Company's prior written authorization. This covenant shall survive the termination of this Agreement, and shall remain in effect and be enforceable against Consultant for so long as any such Confidential Information or proprietary data retains economic value, whether actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use.

5.3 Return of Materials . The Consultant will not remove from the Company's premises (except to the extent such removal is for the purposes of the performance of Consultant's duties at home or while traveling), any Confidential Information. Consultant recognizes that, as between the Company and Consultant, all the Confidential Information, whether or not developed by the Consultant, are the exclusive property of the Company. Upon termination of this Agreement, Consultant shall promptly deliver to the Company all Confidential Information, and all other materials of a secret or confidential nature relating to the Company's business, which are in the possession or under the control of Consultant and Consultant shall not retain copies of any such Confidential Information.

6. Inventions and Discoveries . Consultant hereby assigns to the Company all of the Consultant's rights, title and interest in and to all inventions, techniques, discoveries, processes, designs or

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improvements (whether patentable or not), any industrial design (whether registrable or not), or uses Confidential Information as described in Section 5.1, or other intellectual property rights pertaining thereto, 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, either solely or in conjunction with others, following termination of this Consulting Agreement (hereinafter referred to collectively as the "Inventions"). Promptly upon the development or making of any Invention or improvement thereon, Consultant shall disclose the same to the Company and shall execute and deliver to the Company such reasonable documents as the Company may request to confirm the assignment of Consultant's rights therein and if requested by the Company, shall assist the Company in applying for and prosecuting any patents which may be available in respect thereof. Consultant acknowledges that all of Consultant's Company-related writing, works of authorship, specially commissioned works and other Consultant Inventions are works made for hire, property of the Company, including all copyrights, patents, and other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, the Consultant hereby assigns to the Company all of the Consultant's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Inventions.

7. Restrictive Covenant .

(a) While the Consultant is a Consultant of the Company, the Consultant shall not, without the prior written consent of the Company, (i) engage directly or indirectly in any Competing Business in the geographical area where the Company does business (including, without limitation, the United States and any country in which the Company has a sales representative at the time of termination) whether as an employee, consultant or advisor, or owner as principal, shareholder or partner of any equity interest in excess of 5% of any business entity (which shall include any proprietorship, trust, joint venture, partnership or any type of corporation or association), or (ii) serve as an officer, director, trustee, partner or the like in any such business entity.

(b) The term "Competing Business" as used in this Section 7 includes any business conducted by the Company, which initially includes the design, production and marketing of motion control products and any other products manufactured or marketed by the Company at the date of termination of this Consulting Agreement.

8. Arbitration . Any controversy or claim arising out of or relating to this Consulting Agreement or the breach thereof shall be settled by arbitration in the City and County of Denver in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Company shall pay all costs of arbitration. In the event that it shall be necessary or desirable for Consultant to retain legal counsel and/or incur other costs and expenses in connection with interpretation of his rights under this Consulting Agreement, including any procedure in arbitration, Consultant shall be entitled to recover from the Company reasonable attorneys' fees and costs and expenses incurred by him in connection with such interpretation or arbitration, regardless of the final outcome, unless the arbitrator shall determine that under the circumstances such payment would be unjust. Reimbursement of attorneys' fees, costs and expenses shall be

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subject to the following requirements: (a) such reimbursement shall be available to the Consultant for as long as he has enforceable rights under this Consulting Agreement; (b) reimbursements provided during the Consultant's taxable year may not affect the reimbursements provided in any other taxable year; (c) reimbursement must be made on or before the last day of the Consultant's taxable year following the taxable year in which the expense was incurred; and (d) no reimbursement provided under this paragraph shall be subject to liquidation or exchange for another benefit.

9. Mitigation . Consultant shall not be required to mitigate the amount of any payment provided in this Consulting Agreement by seeking employment, services or otherwise, nor shall the amount of any payment or benefit provided in this Consulting Agreement be reduced by any compensation earned by Consultant as the result of employment by or consulting with another employer, by retirement benefits, by offset against any amount claimed to be owed by Consultant to the Company, or otherwise.

10. Announcements . No public announcement regarding termination of this Agreement or any change in status of the Consultant of the Company shall be made without Consultant's approval except the Company may announce Consultant's termination if Company is otherwise required to do so pursuant to the rules of the Securities and Exchange Commission or to any other legal requirement. All matters with respect to termination of Consultant, retirement of Consultant or other action taken pursuant to this Consulting Agreement shall be kept confidential and neither Company nor Consultant will make unfavorable comments about the other in connection with this Consulting Agreement.

11. Severability . If any provision of this Consulting Agreement, including the Restrictive Covenant in Section 7, is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable to given circumstances, or excised from this Consulting Agreement, as the situation may require, and this Consulting Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be.

12. Non-Assignability . In light of the unique personal services to be performed by Consultant hereunder, it is acknowledged and agreed that any purported or attempted assignment or transfer by Consultant of this Consulting Agreement or any of Consultant's duties,responsibilities or obligations hereunder shall be void. This Consulting Agreement may not be assigned by the Company without the prior written consent of Consultant.

13. Notices . Any notice, request, demand or other communication required or permitted under this Consulting Agreement shall be in writing and shall be deemed to have been given when delivered personally or on the date of receipt when mailed by certified mail, return receipt requested, addressed as follows:

If to the Company: Company J. Address

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Attention: CEO and Secretary If to the Consultant: Mr. H Address

or to such other address or addresses as may be specified from time to time by notice; provided however, that any notice of change of address shall not be effective until its receipt by the party to be charged therewith.

14. General.

14.1 Amendments . Neither this Consulting Agreement nor any of the terms or conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith.

14.2 Captions and Headings . The captions and paragraph headings used in this Consulting Agreement are for convenience of reference only, and shall not affect the construction or interpretation of this Consulting Agreement or any of the provisions hereof.

14.3 Governing Law . This Consulting Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, shall be governed, construed and controlled by and under the laws of the State of Colorado without regard to principles of conflicts of law.

14.4 Successors and Assigns . This Consulting Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Consultant, to expressly assume and agree to perform this Consulting Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Consulting Agreement and shall entitle Consultant to all rights for breach hereunder.

(b) If Consultant should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Consulting Agreement to Consultant's personal representatives or to his estate.

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14.5 Counterparts . This Consulting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof, but all of which together shall constitute one and the same instrument.

14.6 Entire Agreement . Except as otherwise set forth or referred to in this Consulting Agreement, this Consulting Agreement constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement on and as of the date first set forth above.

COMPANY J. By |s|Name A Name A - Lead Director By |s|Name B Name B - President and CEO |s|Mr. H Mr. H - Consultant

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This Consulting Agreement (the

Consulting Agreement)is dated as of January 30, 2006,

to be effective as of December 1, 2005,by and between

Company K, Inc., a corporation organized and existing under the laws of Colorado with offices at XXX, Vancouver, (the Company) and Group B, Ltd. a B.V.I. company with offices at XXXX

Zurich Switzerland (the Consultant).

WITNESSETH: The Company engaged the services of the Consultant for purposes of general corporate counseling and advice and more specifically for those services set forth on Schedules A, B, and C hereto (collectively, the Consulting Services).

Accordingly,

in consideration of the recitals, promises and conditions in this Consulting Agreement, the Consultant and the Company agree as follows:

1. Consulting Services.The Company hereby retains the Consultant, and the Consultant accepts such retention all on the terms and conditions herein contained.

2. Term.

The initial term (the Initial Term ) of this Consulting Agreement shall be for a 24 month period commencing on December 1, 2005(a) Notwithstanding the above, either party may terminate this Consulting Agreement, upon 5 days prior written notice, as follows:

(i) upon the failure of the other party to cure a material default under, or a breach of, this Consulting Agreement within 5 days after written notice is given as to such breach by the terminating party;

(ii) upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary;

(iii) upon the other party taking the benefit of any insolvency law; and/or

(iv) upon the other party having a receiver appointed or applying for a receiver for all or a substantial part of such party’s assets or business.

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(b) Notwithstanding the above, the Company may terminate this Consulting Agreement, upon five days prior written notice if the Consultant does not consummate a financing on the Company’s behalf of not less than $2,000,000 on or before April 30, 2006.

(c) Following the expiration of the Initial Term, this Consulting Agreement will continue in full force and effect (the Extended Term) until terminated by either party, for any reason whatsoever, upon thirty (30) days prior written notice or earlier if in compliance with Section 2(b) hereof.

(d) Termination of this Consulting Agreement will not affect the right (i) of the Consultant to be paid (a) any fees enumerated in Section 3 hereof, additional fees enumerated in any of the Schedules hereto, and/or any reimbursable expenses incurred in connection with the Consulting Services, which are payable or have been earned as of the effective date of such termination or (b), any additional fees, enumerated in any of the Schedules hereto, earned and payable after the effective date of the termination of this Consulting Agreement or (ii), of any Indemnified Person to receive indemnification pursuant to the provisions set forth in Sections 6 and 7 of the Consulting Agreement. The Company will pay any such fees, additional fees and/or reimbursable expenses, earned and payable on or prior to the effective date of the termination of this Consulting Agreement, no later than the effective date of the termination of this Consulting Agreement. Any additional fees earned after the termination of this Consulting Agreement are payable in accordance with the provisions of the particular Schedule hereto relating to the payment of such additional fees.

3. Fees. In addition to and not in mitigation of, or substitution for, the additional fees enumerated in any of the Schedules hereto, the Company shall pay and deliver to the Consultant:

(a) The Company is in the process of consolidating its share capital on a 1:50 basis and all shares, warrants and warrant shares to be paid as a fee shall be on a post-consolidated basis anticipated to occur on February 15, 2006.

(b) Simultaneously with the execution and delivery of this Consulting Agreement, an initial engagement fee consisting of:

(i) a payment in the amount of $10,000 USD made by wire transfer to the designated wiring instruction provided by Consultant from time to time;

(ii) 1,000,000 Series A post consolidated share purchase warrants (the Series A Warrants) having the terms and conditions set forth below and in the form attached to this Consulting Agreement as Schedule D;

(iii) 1,000,000 Series B post-consolidated share purchase warrants (the Series B Warrants) having the terms and conditions set forth below and in the form attached to this Consulting Agreement as Schedule D; and

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(iv) 1,000,000 Series C post-consolidated share purchase warrants (the Series C Warrants) having the terms and conditions set forth below and in the form attached to this Consulting Agreement as Schedule D;

(v) 1,000,000 Series D post-consolidated share purchase warrants (the Series D Warrants) having the terms and conditions set forth below and in the form attached to this Consulting Agreement as Schedule D, and;

(vi) 1,000,000 Series E post-consolidated share purchase warrants (the Series E Warrants) having the terms and conditions set forth below and in the form attached to this Consulting Agreement as Schedule D;

(c) Commencing January 1, 2006 and continuing monthly thereafter during the Initial Term and Extended Term, a payment of $10US,000 USD (the Monthly Fee) made by wire transfer to the designated wiring instruction provided by Consultant from time to time.

(d) Each Series A Warrant will entitle the Consultant to purchase one share of the Company’s post-consolidated common stock at a purchase price of $0.50 per share during the period (the Series A Exercise Period) beginning on January 1, 2006 and ending on the date which is nine months after the effective date of the Company’s next registration statement, but in no event later than June 30, 2007.

(e) Upon vesting, each Series B Warrant will entitle the Consultant to purchase one share of the Company’s post-consolidated common stock at a purchase price of $0.75 per share during the period (the Series B Exercise Period) beginning on the date they vest (the Series B Vesting Date) and expiring on December 31, 2007 (the Series B Expiration Date). The Series B Vesting Date shall be the date upon which the Consultant exercises the last of the Series A Warrants; provided, however, that if the Consultant does not exercise all of the Series A Warrants during the Series A Exercise Period, none of the Series B Warrants, the Series C Warrants, the Series D Warrants or the Series E Warrants shall vest and all of them shall become void and be of no further force or effect from and after December 31, 2007 at 5:00 p.m., Pacific Standard Time.

(f) Upon vesting, each Series C Warrant will entitle the Consultant to purchase one share of the Company’s post-consolidated common stock at a purchase price of $1.00 per share during the period (the Series C Exercise Period) beginning on the date they vest (the Series C Vesting Date) and expiring on December 31, 2007 (the Series C Expiration Date). The Series C Vesting Date shall be the date upon which the Consultant exercises the last of the Series B Warrants; provided, however, that if the Consultant does not exercise all of the Series B Warrants during the Series B Exercise Period, none of the Series C Warrants, the Series D Warrants, or the Series E Warrants shall vest and all of them shall become void and be of no further force or effect from and after the Series B Expiration Date.

(g) Upon vesting, each Series D Warrant will entitle the Consultant to purchase one share of the Company’s post-consolidated common stock at a purchase price of $1.25 per share during the period (the Series D Exercise Period) beginning on the date they vest (the Series D Vesting Date) and expiring on December 31, 2008 (the Series D Expiration Date). The Series D Vesting

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Date shall be the date upon which the Consultant exercises the last of the Series C Warrants; provided, however, that if the Consultant does not exercise all of the Series C Warrants during the Series C Exercise Period, none of the Series D Warrants, or the Series E Warrants shall vest and all of them shall become void and be of no further force or effect from and after the Series C Expiration Date.

(h) Upon vesting, each Series E Warrant will entitle the Consultant to purchase one share of the Company’s post-consolidated common stock at a purchase price of $1.50 per share during the period (the Series E Exercise Period) beginning on the date they vest (the Series E Vesting Date) and expiring on December 31, 2008 (the Series E Expiration Date). The Series E Vesting Date shall be the date upon which the Consultant exercises the last of the Series D Warrants; provided, however, that if the Consultant does not exercise all of the Series D Warrants during the Series D Exercise Period, none of the Series E Warrants shall vest and all of them shall become void and be of no further force or effect from and after the Series D Expiration Date.

(i) The number of common shares (each a Warrant Share and collectively the Warrant Shares) to be included in the Series A Warrants, the Series B Warrants, the Series C Warrants, the Series D Warrants and the Series E Warrants (collectively, the Engagement Warrants) shall be subject to adjustment, other than the proposed 1:50 reverse stock split, in case the Company shall (i) pay a stock dividend, forward split or make a distribution to holders of Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of shares of Common Stock any other shares of capital stock of the Company, then, in each case the Exercise Price shall be adjusted, to an amount which shall bear the same relation to the Exercise Price in effect immediately prior to such action as the total number of shares outstanding immediately prior to such action shall bear to the total number of shares outstanding immediately after such action, and the Engagement Warrants automatically shall be adjusted so that it shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other securities which the holder of the Engagement Warrants (the Warrant Holder) would have owned and would have be entitled to receive after such action if the Engagement Warrants had been exercised immediately prior to such action or any record date with respect thereto. An adjustment made pursuant to subparagraph (a) shall become effective retroactively immediately after the effective date in the case of a subdivision, combination or reclassification.

(j) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of (i) assets (other than cash dividends or cash distributions payable out of consolidated net income or retained earnings or dividends payable in Common Stock), (ii) evidences of indebtedness or other debt or equity securities of the Company, or any corporation other than the Company (except for the Common Stock of the Company) or (iii) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable (hereinafter collectively called Distributions on Common Stock), the Company shall make provisions for the Warrant Holder to receive upon exercise of Engagement Warrant, a proportional amount (depending upon the extent to which Engagement Warrant is exercised) of

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such assets, evidences of indebtedness, securities or such other rights, as if such Warrant Holder had exercised Engagement Warrant on or before such record date.

(k) In case of any consolidation or merger of the Company with or into another corporation or the sale of all or substantially all of the assets of the Company to another corporation, the Engagement Warrants thereafter shall be exercisable for the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon exercise of the Engagement Warrants would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 3 (including provisions with respect to changes in and adjustments of the exercise price) shall thereafter be applicable as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of the Engagement Warrants.

(l) Upon the occurrence of each adjustment or readjustment of the exercise price or any change in the number of Warrant Shares or in the shares of stock or other securities or property deliverable upon exercise of any of the Engagement Warrants pursuant to this Section 3, the Company at its expense shall promptly compute such adjustment or readjustment and change in accordance with the terms hereof and furnish to each holder hereof a certificate signed by the chief financial officer of the Company, setting forth such adjustment or readjustment and change, (ii) the exercise price then in effect, and (iii) the number of Warrant Shares and the amount, if any, of other shares of stock and other securities and property which would be received upon the exercise of the Engagement Warrant.

(m) The Consultant shall not have the right to exercise any portion of any of the Engagement Warrants, pursuant to this Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holders affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Consultant and its affiliates shall include the number of shares of the Company’s common stock issuable upon exercise of the particular Series of Engagement Warrant (i.e. Series, A, B, C, D, or E) with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Company’s common stock which would be issuable upon (A) exercise of the remaining, non exercised portion of other Series of the Engagement Warrant(s) beneficially owned by the Consultant or any of its affiliates and (B) exercise or conversion of the unexercised or non converted portion of any other securities of the Company (including, without limitation, any other warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Consultant or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(l), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the Exchange Act), it being acknowledged by the Consultant that the Company is not representing to the Consultant that such calculation is in compliance with Section 13(d) of the Exchange Act and the Consultant is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(l) applies, the determination of whether the Engagement Warrant is

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exercisable (in relation to other securities owned by the Consultant) and of which portion of the Engagement Warrant is exercisable shall be in the sole discretion of the Consultant, and the submission of a Notice of Exercise shall be deemed to be the Consultants determination of whether the Engagement Warrant is exercisable (in relation to other securities owned by the Consultant) and of which portion of the Engagement Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of the Company’s common stock, the Consultant may rely on the number of outstanding shares of the Company’s common stock as reflected in (x) the Company’s most recent periodic filing on EDGAR, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of the Company’s common stock outstanding. Upon the written or oral request of the Consultant, the Company shall within two trading days confirm orally and in writing to the Consultant the number of shares of the Company’s Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Engagement Warrant(s), by the Consultant or its affiliates since the date as of which such number of outstanding shares of the Company’s common stock was reported.

4. Expenses. The Company will reimburse the Consultant for its expenses, including any due diligence, legal and accounting expenses, reasonably incurred by the Consultant, in execution of the Consulting Services on behalf of the Company. Expenses, if any, shall be paid monthly in arrears and the first payment shall be made on February 1, 2006. The expenses shall be paid until the termination of this Consulting Agreement and all outstanding expenses (including unbilled expenses) shall be paid on the date of the termination of this Consulting Agreement or as soon thereafter as practical with respect to unbilled expenses. Notwithstanding anything in this Consulting Agreement to the contrary, the Consultant may require the Company to pay, and the Company at the direction of the Consultant will pay, any expenses that alone or in the aggregate may exceed $250US directly in advance. Notwithstanding any other provision of this Consulting Agreement, the Consultant shall not make any single expenditure that exceeds $500US or expenditures which in aggregate exceed $2US,500 per month without the prior written consent of the Company.

5. Duties of the Company.

(a) The Company shall supply the Consultant, on a regular and timely basis, with all data and information about the Company, its management, its products and its operations as the Company deems material or which the Consultant reasonably requires, and the Company shall be responsible for advising the Consultant of any facts which would affect the accuracy of any prior data and information previously supplied to the Consultant so that the Consultant may take corrective action.

(b) The Company shall promptly supply the Consultant with full and complete copies of all filings with all federal and state securities agencies; full and complete copies of all stockholder stock reports and communications, whether or not prepared with the Consultants assistance; all

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data and information supplied to any analyst, broker-dealer, market maker or other member of the financial community; and all product/services brochure, sales materials, etc. The Company will comply with all requirements of the Securities Exchange Act of 1934 on a timely basis.

(c) The Company shall promptly notify the Consultant of the filing of any registration statement for the sale of securities and of any other event that imposes any restrictions on publicity concerning the Company and its affairs.

(d) The Company shall contemporaneously notify the Consultant if any information or data being supplied to the Consultant has not been generally released or promulgated.

(e) Other specific obligations of the Company hereunder includes the obligation to make all payments (including, but not limited to the Monthly Fee) and/or deliveries of securities required hereunder (including, but not limited to the Engagement Warrants, and Warrant Shares) as due; if the Company defaults in making such payments and/or deliveries of securities when due and fails to cure such default within 3 days written notice by the Consultant, then, in addition to any and all other rights the Consultant may have hereunder, the Company agrees to sell, (not as a penalty but as liquidated damages) to the Consultant 1,000 shares of the Company common stock for each day it fails to make such payment and/or delivery at a price of $.001 per share. Such number of shares shall be subject to the anti-dilution provisions of the Engagement Warrants.

6. Representatives and Indemnification by Company.

(a) The Company shall be deemed to make a continuing representation of the accuracy of any and all material facts, information and data which it supplies to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such continuing representations in disseminating such information and otherwise performing its functions under the Consulting Agreement.

(b) The 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.

(c) The Company hereby agrees to indemnify the Consultant, including its officers, directors, agents and attorneys, against, and to hold the Consultant harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultants reliance upon the accuracy and continuing accuracy of such facts, material, information and data, unless the Consultant has been grossly negligent in fulfilling its duties and obligations hereunder.

(d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant, including its officers, directors, agents and attorneys, harmless from, any claims, demands, suits, loss, damages, etc. arising out of the Consultants reliance on the general availability of information supplied to the Consultant and the Consultants ability to promulgate such information, unless the Consultant has be grossly negligent in fulfilling his duties and obligations hereunder.

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(e) The Company agrees that it will not release or disseminate any information without first providing such information to the Consultant for review. The Consultant may make suggestions concerning the release or dissemination, but the Company has the final authority to release or disseminate the information. Notwithstanding the foregoing, the Company is not required to provide Securities and Exchange Commission (the SEC) filings to the Consultant for review before filing them with the SEC.

7. Representatives and Indemnification by Consultant.

(a) The Consultant agrees to provide the Consulting Services hereunder in a manner consistent with the highest performance standards or best industry practices as observed by the other professionals engaged in providing similar services to their clients.

(b) The Consultant agrees that it will not release or disseminate any information pertaining to the Company that is not factual, and further agrees that, without the prior consent of the Company, it will not release or disseminate any information pertaining to the Company which has not been previously disseminated to the public by the Company.

(c) The Consultant herby agrees to indemnify the Company against, and to hold the Company harmless from, any claims, demands, suits, loss, damages, etc. arising out of any inaccurate statement or misrepresentation provided that such indemnification shall not pertain to any information provided by or attributable to the Company.

8. Confidentiality and Other Provisions.

(a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly,to the Company’s business or may be likely to do so. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information.

(b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall:

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(i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and

(ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and

(c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultants time.

(d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide services similar to those to be provided by Consultant through the term of this Consulting Agreement without the prior written consent to Consultant, which consent may be withheld for any reason.

(e) If for a period of two (2) years after successfully closing a financing of at least $2,000,000, as contemplated under this Consulting Agreement, the Company desires to commence any Transaction (as hereinafter defined), Consultant shall have the right of first refusal to act as the Company’s financial advisors, to arrange for placement agents or underwriters, as the case may be, with respect to any Transaction or Transactions proposed during such two year period. For purposes of this Consulting Agreement, the term Transaction shall include each of the following; the purchase, sale, merger, consolidation or any other business combination, in one or a series of transactions involving the Company or any sale of securities of the Company, effected pursuant to a private sale or an underwritten public offering.

(f) If the Consultant fails to exercise its right of first refusal within thirty (30) days of receiving notice from the Company that it desires to commence a Transaction, the Consultant will be deemed to have waived the right. If the Company decides to pursue any such Transaction and the Consultant exercises the right of first refusal provided hereunder, the Consultant and the Company will enter into an agreement appropriate to the circumstances containing provisions for among other things, compensation, indemnification, contribution, and representations and warranties which are usual and customary for similar agreements entered into by Consultant or other investment bankers of national standing acting in similar transactions including the right to appoint members to the Board of Directors of the Company. The Company agrees that it will not enter into any such Transaction, unless Consultant has waived its right of first refusal with respect thereto or prior to or simultaneously with the consummation of such Transaction, until adequate provision is made with respect to the payment of compensation to the Consultant as contemplated hereby.

9. Relationship of Parties. The Consultant is an independent contractor, responsible for compensation of its agents, employees and representatives, as well as all applicable withholding therefrom and taxes thereon (including unemployment compensation) and all workers compensation insurance. This Consulting Agreement does not establish any partnership, joint

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venture, or other business entity or association between the parties, and neither party is intended to have any interest in the business or property of the other.

10. Miscellaneous.

(a) Entire Agreement; Amendments. This Consulting Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, including the Consulting Agreement.

(b) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 4:30 p.m. (Eastern Standard time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Consulting Agreement later than 4:30 p.m. (Eastern Standard time) on any date and earlier than 11:59 p.m. (Eastern Standard time) on such date, (iii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company: Company K, Inc. Vancouver,: Mr.A, President

If to the Consultant: Group B, Ltd. ,Switzerland Attention Mr.B, Managing Director Fax:

or other such address as may be designated in writing hereafter, in the same manner, by such party.

(c) Amendments; Waivers. No provision of this Consulting Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by both the Company and the Consultant, or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Consulting Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

(d) Headings. The headings herein are for convenience only, do not constitute a part of this Consulting Agreement and shall not be deemed to limit or affect any of the provisions hereof. All words used in this Consulting Agreement will be construed to be of such number and gender as the circumstances require.

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(e) Successors and Assigns. This Consulting Agreement is intended only for the benefit of, shall be binding upon and inure to the benefit of the parties and their respective successors. Anything in the foregoing to the contrary notwithstanding, subject to compliance with applicable securities laws, the Consultant may assign and/or transfer all or a portion of the consideration payable by the Company hereunder.

(f) Governing Law. This Consulting Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Colorado without regard to the principles of conflicts of law thereof. Each party herby irrevocably submits to the non-exclusive jurisdiction of the United States Federal District Court for Colorado for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper under such courts jurisdiction.

(g) Severability. In case any one or more of the provisions of this Consulting Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Consulting Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Consulting Agreement.

(h) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including the recovery of damages, the Consultant will be entitled to specific performance of the obligations of the Company hereunder. The Company and the Consultant agree that monetary damages would not be adequate compensation for any loss incurred by reason of any breach of its obligations described in this Consulting Agreement and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

(i) No Registration of the Warrant Shares. The Consultant acknowledges that none of the Warrant Shares have been registered under the Securities Act of 1933, as amended (the Securities Act) and accordingly may only be sold or otherwise transferred pursuant to an effective registration statement as to the Warrant Shares under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, the availability of which must be established to the reasonable satisfaction of the Company

IN WITNESS WHEREOF,the parties have hereunto set their hands and seals the day and year first above written. Group B, Ltd. By: /s/Mr. A/ Mr.A, Authorized Signatory Company K, Inc. By: /s/Mr. B/ Mr. B, President

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SCHEDULE A

To the Consulting Agreement dated as of January __, 2006

to be Effective as of December 1, 2005.

Between

Group B, Ltd. and Company K, Inc.

1.1 Financial Public Relation Services.The Consultant shall provide the following financial public relation services to the Company:

(a) Providing financial public relations counsel services including (i) liaison between the Company and its stockholders; (ii) advisor to the Company with respect to existing and potential market makers, broker-dealers, underwriters and investors as well as being the liaison for the Company with respect to communications and information (e.g., interviews, press releases, stockholder reports, etc.) as well as planning, designing, developing, organizing, writing and distribution such communications and information.

(b) Assisting the Company in establishing an investor relations program, and advise the Company with respect to stockholder meetings, interviews of Company officers by the financial media, and interviews of Company officers by analysts, market markers, broker-dealers and other members of the financial community.

(c) Assisting the Company in order to make the Company, its management, products and services, and financial situation and prospects, known to the financial press and publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors and other members of the financial community. No press releases will be made without consent of the Consultant.

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(d) The Company agrees that no public release shall be made without the prior review of the Consultant. The Consultant shall have 24 hours to review and comment on any proposed press release or other proposed public dissemination by the Company. The Company shall make the final determination as to what information is released. This subsection does not apply to periodic reports and other documents required to be filed with the Securities and Exchange Commission.

1.2 Strategic Planning Services.The Consultant shall provide the following strategic planning services to the Company. The Consultant will consult with the Company as to, the management, marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the business of the Company, expansion of projects, and shall review and advise the Company regarding its overall progress, needs and condition. The Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby:

(a) Assisting the Company in the monitoring of services provided by the Company’s advertising firm, public relations firm and other non-legal professionals to be employed by the Company.

(b) Advising the Company on the continued development of an investor relations program and the stimulation of interest in the Company by institutional investors and other members of the financial community.

1.3 Disclaimer by Consultant. The Consultant makes no representation that as a result of the services to be provided by it (a) the price of the Company’s publicly-traded securities will increase, (b) any person will purchase securities in the Company as a result of the consulting services, or (c) any investor will lend money to or invest in or with the Company.

SCHEDULE B

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to be Effective as of December, 2005.

Between

Group B, Ltd. and Company K, Inc..

1.1 Acquisition Consulting Services.The Consultant agrees that during the term of this Consulting Agreement it will assist the Company in the identification, evaluation, structuring, negotiation and closing of business acquisitions, whether in the form of asset purchases, stock purchases or sales, mergers, consolidations, joint ventures, strategic alliances or otherwise (collectively, a Business Combination).

1.2 Fee to be paid. If during the Initial Term of the Consulting Agreement, any extension thereof, or for a period of two years following the termination of the Consulting Agreement (including any extension thereof) the Company shall consummate a Business Combination with any person or entity directly or indirectly introduced to the Company by the Consultant, the Consultant shall be entitled to and the Company shall pay the Consultant additional compensation (the Additional Fees), calculated as follows:

(i) 5% of the 1 st $1,000,000 (or part thereof) of the consideration paid; plus (ii) 4% of the 2 nd $1,000,000 (or part thereof) of the consideration paid; plus (iii) 3% of the 3 rd $1,000,000 (or part thereof) of the consideration paid; plus (iv) 2% of the 4 th $1,000,000 (or part thereof) of the consideration paid; plus (v) 1% of all the consideration paid in excess of $4,000,000.

The Additional Fees are payable upon the closing of the Business Combination contemplated hereby in the same form as the consideration received (or paid) by the Company whether such Business Combination is effected as a merger, share exchange, asset purchase or otherwise.

For purposes of this Schedule B, the term consideration means an amount equal to the sum of the aggregate fair market value of any securities issued and any other non-cash consideration delivered (including, without limitation, any joint venture interest delivered to, or retained by the Company), and any cash consideration paid, to the Company or its security Warrant Holders in connection with a Business Combination and the amount of all indebtedness for money borrowed by the Company (other than indebtedness only associated with the seasonal working capital needs of the Company), which is assumed or acquired directly or indirectly by a purchaser in connection with such Business Combination. The fair market value of any securities

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issued and any other non-cash consideration delivered or retained in connection with a Business Combination will be the value determined by the Company and Consultant upon the closing of the Business Combination.

1.3 Disclaimer by Consultant. The Consultant makes no representation that as a result of the services to be provided by it that the Company will be able to affect any Business Combination.

SCHEDULE C



Between


1.1 Assistance in Securing Equity and or Debt Financing. The Consultant will use its best efforts to introduce the Company to underwriters, financial institutions, broker/dealers and private investors so that the Company may directly pursue with such persons its financing requirements. If during the Initial Term of the Consulting Agreement, any extension thereof, or for a period of two years following the termination of the Consulting Agreement, the Company shall consummate a financing, whether in the form of equity, cash or other consideration, with any person or entity directly or indirectly introduced to the Company by the Consultant, then, the Consultant shall be entitled to, and the Company shall pay the Consultant, a success fee (the Success Fee) calculated as follows:

Consultant will receive a success fee (Success fee) in the form of cash payment in the amount of ten percent (10%) of the gross proceeds of any private financing including any form of equity, convertible debt, debt with warrants, debt with equity incentives to the lender, or any other form of equity, debt or guarantees obtained by or invested in Company payable upon closing or receipt of funds by Company or any entity, whichever is earlier. The Success Fee shall be calculated on the initial traunche of each financing but not on the exercise of warrants, rights or follow-on financings predicated by an initial traunche.

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The Consultant shall be responsible for paying sub-agents from the Success Fee and the Company shall have no other obligation in this regard.

Company shall have sole discretion in determining what constitutes an acceptable Financing as contemplated by this Consulting Agreement. Consultant shall earn the Success Fee only upon the closing or receipt of funds from a Financing, and not merely for presenting a financing option or prospective investor which in Company’s sole discretion is unacceptable.

The Success Fee shall not be in addition to any fees specified in financing agreements which are subject to this Consulting Agreement, unless otherwise specified in the financing agreement.

1.2 Disclaimer by Consultant. The Consultant makes no representation that as a result of the services to be provided by it that any person or entity will lend money to or invest in or with the Company.

SCHEDULE D



Between


NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED (1) WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACFT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO

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AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE LAWS.

COMPANY K, INC.

FORM OF ENGAGEMENT WARRANTS

Warrant No. [ ] Dated [ ], 2004

[THE COMPANY],

a company organized and existing under the laws of [ ] (the Company), hereby certifies that, for value received, [the Consultant], or its registered assigns (the Warrant Holder), is entitled, subject to the terms set forth below, to purchase from the Company [-----] shares of Common Stock, (the Common Stock), of the Company (each such share, a Warrant Share and all such shares, the Warrant Shares) at an exercise price equal to $. [---] per share (as adjusted from time to time as provided in Section 10, the Exercise Price), at any time and from time to time from and after the date thereof and through and including _____ (the Expiration Date), and subject to the following terms and conditions:

1. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the Warrant Register), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.

2. Investment Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the Securities Act, and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the Securities Act and in accordance with applicable US and state securities laws.

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3. Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all shares of Common Stock issued upon exercise of this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and no assessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

4. Registration of Transfers and Exchange.

(a) Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 13. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a New Warrant), evidencing the portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all the rights and obligations of a Warrant Holder of a Warrant. (b) This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 13 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

5. Duration and Exercise of Warrants.

(a) This Warrant shall be exercisable by the registered Warrant Holder on any business day before 5:30 P.M., Eastern Standard Time, at any time and from time to time on or after the Vesting Date and on or prior to the Expiration Date. At 5:30 P.M., Eastern Standard time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not retract this Warrant.

(b) Subject to Sections 4(b) and 8, upon surrender of this Warrant to the Company at its address for notice as set forth in Section 13, with the Form of Election to Purchase attached hereto duly completed and signed and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, in cash or by certified or official bank check or checks, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant and in Section

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4 hereof), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the Securities Act. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.

A Date of Exercise means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.

(c) This Warrant shall be exercisable at any time and from time to time during its term, for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase, provided that such exercise is not for less than the lesser of 5,000 Warrant Shares or such lesser number of Warrant Shares to which this Warrant entitles the Warrant Holder to acquire upon the exercise hereof. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.

6. Registration Rights.

(a) Warrant Holders constituting holders of more than 50% of the Warrants, commencing 6 months after the issuance of the Warrant to the Consultant, may on one (1) occasion, demand the Company file a registration statement at the Company’s sole expense with the Securities and Exchange Commission registering the Warrant Shares. The Company must use its best efforts to file such a registration statement within 45 days of the initial demand, and thereafter use its best efforts to cause such registration statement to be declared effective as soon as reasonably possible. . If the Company fails to file a registration within 45 days of the initial demand, or thereafter fails to use its best efforts to cause such registration statement to be declared effective as soon as reasonably possible, the Company shall be obligated to sell to Consultant 1,000 shares per day at $0.001 per share (as liquidated damages, not as a penalty) until the registration cures the default. The number of shares issued as liquidated damages shall be subject to anti-dilution provisions provided herein.

(b) Other than in 6(a), during the term of this Warrant, the Company may not file any registration statement with the Securities and Exchange Commission at any time when there is not then an effective registration statement covering the resale of the Warrant Shares other than registration statements of the Company filed on Form S-8 or Form S-4, each as promulgated under the Securities Act, pursuant to which the Company is registering securities pursuant to a Company employee benefit plan or pursuant to a merger, acquisition or similar transaction including supplements thereto, but not additionally filed registration statements in respect of such securities, at any time when there is not an effective registration statement covering the resale of the Warrant Shares and naming the Warrant Holder as a selling stockholder there under, unless the Company provides the Warrant Holder with not less than 20 days notice of its

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intention to file such a registration statement and provides the Warrant Holder the option to include any or all of the applicable Warrant Shares therein. The piggyback registration rights granted to the Warrant Holder pursuant to this Section shall continue until all of the Warrant Holders Shares have been sold in accordance with an effective registration statement or upon the expiration of this Warrant. The Company will pay all registration expenses in connection therewith.

If the Registration Statement is filed in connection with an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their good faith opinion the number of securities requested to be included in such Registration Statement (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Shares requested to be included in such Registration Statement and such other securities requested to be included in such Registration Statement by security holders having contractual registration rights which exist on the date hereof (Other Holders), pro rata among the Warrant Holders and the Other Holders requested to be included in such Registration Statement, and (iii) third, other securities requested to be included in such Registration Statement; provided , however , no less than 20% of the Warrant Shares must be included in any such registration statement.

7. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of Warrant Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any other transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Warrant Holder, and the Company shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

8. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of a substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to it. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable charges as the Company may prescribe.

9. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other actual contingent purchase rights of persons other than the Warrant Holders (taking into account the adjustments and restrictions of Section 10). The Company covenants that all Warrant Shares that shall be so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, are duly and validly authorized, issued and fully paid and no assessable.

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10. Certain Adjustments. The terms of this Warrant shall be subject to adjustment as follows:

(a) In case the Company shall (i) pay a stock dividend, forward split or make a distribution to holders of Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of shares of Common Stock any other shares of capital stock of the Company, then, in each case the Exercise Price shall be adjusted, to an amount which shall bear the same relation to the Exercise Price in effect immediately prior to such action as the total number of shares outstanding immediately prior to such action shall bear to the total number of shares outstanding immediately after such action, and this Warrant automatically shall be adjusted so that it shall thereafter evidence the right to purchase the kind and number of Warrant Shares or other securities which the Warrant Holder would have owned and would have be entitled to receive after such action if this Warrant had been exercised immediately prior to such action or any record date with respect thereto. An adjustment made pursuant to subparagraph (a) shall become effective retroactively immediately after the effective date in the case of a subdivision, combination or reclassification.

(b) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of (i) assets (other than cash dividends or cash distributions payable out of consolidated net income or retained earnings or dividends payable in Common Stock), (ii) evidences of indebtedness or other debt or equity securities of the Company, or any corporation other than the Company (except for the Common Stock of the Company) or (iii) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable (hereinafter collectively called Distributions on Common Stock), the Company shall make provisions for the Warrant Holder to receive upon exercise of this Warrant, a proportional amount (depending upon the extent to which this Warrant is exercised) of such assets, evidences of indebtedness, securities or such other rights, as if such Warrant Holder had exercised this Warrant on or before such record date.

(c) In case of any consolidation or merger of the Company with or into another corporation or the sale of all or substantially all of the assets of the Company to another corporation, this Warrant thereafter shall be exercisable for the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon exercise of this Warrant would have been entitled upon such consolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 10 (including provisions with respect to changes in and adjustments of the exercise price) shall thereafter be applicable as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

(d) Upon the occurrence of each adjustment or readjustment of the exercise price or any change in the number of Warrant Shares or in the shares of stock or other securities or property

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deliverable upon exercise of this Warrant pursuant to this Section 10, the Company at its expense shall promptly compute such adjustment or readjustment and change in accordance with the terms hereof and furnish to each holder hereof a certificate signed by the chief financial officer of the Company, setting forth such adjustment or readjustment and change, (ii) the Exercise Price then in effect, and (iii) the number of Warrant Shares and the amount, if any, of other shares of stock and other securities and property which would be received upon the exercise of the Warrant.

(e) If, at any time while this Warrant is outstanding, the Company shall issue or cause to be issued rights or warrants to acquire or otherwise sell or distribute shares of Common Stock for a consideration per share less than the Exercise Price then in effect, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Exercise Price, and (B) the consideration, if any, received or receivable by the Company upon such issue or sale by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale.

(f) If at any time:

(i) the Company shall declare a dividend (or any other distribution) on its Common Stock; or

(ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or

(iii) the Company shall authorize the granting to all Warrant Holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or

(iv) the approval of any Stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or

(v) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Warrant Holder at his last address as it shall appear upon the Warrant Register, at least 30 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not taken, the date on which such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that Warrant Holders of Common Stock of record shall be

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entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up; provided , however , that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.

(g) In case the Company shall take a record of the Warrant Holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock or in securities convertible or exchangeable into shares of Common Stock, or (B) to subscribe for or purchase Common Stock or securities convertible or exchangeable into shares of Common Stock, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution, or the date of the granting of such distribution right, or the date of the granting of such right of subscription or purchase, as the case may be.

11. Payment of Exercise Price. The Warrant Holder may exercise the Warrant in whole or in part and may pay the Exercise Price only in cash by bank transfer.

12. Fractional Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 10, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.

13. Notice. Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section, (ii) the business day following the date of mailing, if sent by nationally recognized overnight courier service, or (iii) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (1) if to the Company, to 609 Granville Street, Suite 880, PO Box 10321 Pacific Centre, Vancouver, BC V7Y 1G5 Attention: Robert Knight, President, or (ii) if to the Warrant Holder, at the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Warrant Holder may provide to the Company in accordance with this Section 13.

14. Warrant Agent.

(a) The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days notice to the Warrant Holder, the Company may appoint a new warrant agent.

(b) Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant

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agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or share Warrant Holders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Warrant Holders at the Warrant Holders last address as shown on the Warrant Register.

15. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder.

(b) Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.

(c) This Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado without regard to the principals of conflicts of law thereof.

(d) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(e) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(f) The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.

(g) As used herein, the term Common Stock shall mean and include the Company’s currently authorized Common Stock and stock of any other class or other consideration into which such currently authorized Common Stock may hereafter have been changed.

IN WITNESS WHEREOF,

the Company has caused this Warrant to be duly executed by the authorized officer as of the date first indicated above. [THE COMPANY]

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By: Name: Title:

FORM OF ELECTION TO PURCHASE (To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To [THE COMPANY] In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase shares of Common Stock (Common Stock), [$--] par value, of [The Company] and encloses herewith $ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. 25 The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of

(Please print name and address)

PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICAITON NUMBER If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned request that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:

(Please print name and address)Dated: Name of Warrant Holder: (Print) By:) (Name:) (Title:) Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant)

FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the within Warrant to purchase shares of Common Stock of [The Company] to which the within Warrant relates and appoints attorney to transfer said right on the books of [The Company] with full power of substitution in the premises. Dated: 26 Signature must conform in all respects to name of Warrant Holder as specified on the face of the Warrant) Address of Transferee

In the presence of:

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THIS CONSULTING AGREEMENT (" Consulting Agreement ")is entered into

as of May 15, 2006by and between

Company O , Inc., a Delaware corporation (the " Company "),XYZ Consulting Group, a California limited liability company (" Consulting Company "),

andMr. N , an individual (" Consultant ").

RECITALS

A. Consultant is a member of the Company's Board of Directors (" Board ").

B. Consultant currently provides consulting services to the Company outside the scope of ordinary Board services.

C. Consulting Company is wholly-owned by Consultant.

D. In order to provide for the continued availability of Consultant's services to the Company, the Company, Consulting Company and Consultant have agreed to enter into this Consulting Agreement.

E. The Company's management considers it in the best interests of the Company to foster the continued availability of Consultant, and Consultant agrees to provide services to the Company and its subsidiaries, in accordance with the terms hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Consulting Services; Duties . During the Term (as defined in Section 6 below), Consultant shall make himself available to provide consulting services to the Company and its subsidiaries, as set forth on Exhibit A . Consultant will comply with the Company's rules and policies relating to workplace conduct and security while at the Company's premises. Consultant shall not remove any property of the Company or any third party from the Company's premises without the prior written consent of an executive officer of the Company.

2. Signing Bonus; Base Compensation .

(a) Consultant shall receive a one-time signing bonus (" Signing Bonus "), as set forth on Exhibit A .

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(b) During the Term, Consultant's monthly base fee (" Base Fee ") will be as set forth on Exhibit A .

3. Bonus . Consultant may be eligible to receive a non-discretionary and discretionary bonus in addition to the Signing Bonus and Base Fee, both as set forth on Exhibit A (collectively, the " Bonus ").

4. Stock Options . Consultant agrees to waive, and shall not be entitled to receive, any and all stock options and other stock-based compensation granted to outside members of the Board during the Term.

5. Reimbursement; Benefits .

(a) The Company agrees to reimburse Consultant for reasonable and necessary out-of-pocket expenses incurred during the Term related to performance of Consultant's duties under this Consulting Agreement, to the extent such expenses are approved by an executive officer of the Company in advance. Reimbursement is subject to Consultant providing the Company with copies of satisfactory documentation in sufficient detail to allow the Company to confirm the business nature of the expenses and to claim applicable deductions.

(b) Except as required by applicable law, the Company shall have no obligation to provide any benefits to Consultant during the Term.

6. Term . The term (the " Term ") of this Consulting Agreement shall commence as January 1, 2006 (the " Effective Date ") and shall terminate on the one (1) year anniversary thereof; provided that the Term may end earlier in accordance with Section 9 below; provided further that the Term shall automatically renew for successive periods of one (1) year each, unless any party delivers written notice to the other parties of its intention not to renew the Term for such successive one (1) year period no later than thirty (30) days prior to the commencement of any such renewal period.

7. Rights to Works . In return for the consideration described herein, Consulting Company and Consultant agree as follows:

(a) All inventions, trade secrets, ideas, recordings, original works of authorship or other work product of any kind that Consultant conceives, develops, discovers or makes in whole or in part in the course or scope of his services or other engagement, and contributions thereto (hereinafter referred to as " Work Product ") shall belong solely and exclusively to the Company. The Company shall have the perpetual and exclusive right to use, exhibit, distribute, or license throughout the universe, any Work Product or part thereof in which Consultant's services with the Company are utilized in all forms of audio, visual, textual, digital, electronic or other distribution that are now known or may hereafter exist, and otherwise exploit such Work Product in such media, forums and for such uses throughout the universe as it deems appropriate. All revenues derived by the Company from the use, exhibition, distribution, licensing, or other exploitation of such Work Product shall be the sole and exclusive property of the Company.

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(b) To the extent that Work Product is considered: (i) a contribution to collective works and/or (ii) a part or component of audiovisual works, the parties hereby expressly agree that Work Product shall be considered "works made for hire" under the United States Copyright Act of 1976, as amended (17 U.S.C. Section 101 et seq.). In accordance therewith, the sole right of copyright in and to the Work Product shall belong exclusively to the Company in perpetuity. To the extent that the Work Product is deemed a work other than a contribution to a collective work and/or a part or component of an audiovisual work, Consultant hereby irrevocably assigns and transfers to the Company to the maximum extent permitted by law all right, title and interest in the Work Product, including but not limited to, all copyrights, patents, trade secret rights, and other proprietary rights in or relating to the Work Product. At the Company's reasonable written request and sole expense, Consultant shall execute, verify, acknowledge, deliver and file any and all formal assignments, recordations and any and all other documents that the Company may prepare to give effect to the provisions of this Consulting Agreement. In furtherance of the foregoing, Consultant hereby and irrevocably constitutes and appoints the Company, with full power of substitution, to be Consultant's true and lawful attorney, in his name, place, and stead, to execute, acknowledge, swear to, and file all instruments, conveyances, certificates, agreements, and other documents, and to take any action which may be necessary or appropriate to effect the provisions of this Section 7. The powers of attorney granted herein shall be deemed to be coupled with an interest and shall be irrevocable.

(c) It is understood that the rights granted to the Company in this Section 7 shall continue in effect after the termination or expiration of this Consulting Agreement and when Consultant is no longer a member of the Board.

(d) All provisions of this Consulting Agreement relating to the assignment by Consultant of any invention or innovation are subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. In accordance with Section 2870 of the California Labor Code, the obligation to assign as provided in this Consulting Agreement does not apply to an invention or innovation that Consultant developed entirely on his own time without using the Company's equipment, supplies, facilities, or trade secret information except for those inventions that either: (i) relate to either (A) the business of the Company or any of its subsidiaries at the time of conception or reduction to practice of the invention, or (B) actual or demonstrably anticipated research or development of the Company or any of its subsidiaries; or (ii) result from any work performed by Consultant for the Company or any of its subsidiaries. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to this Consulting Agreement as Exhibit B .

(e) Consultant shall disclose all inventions and innovations to the Company, even if he does not believe that he is required under this Consulting Agreement, or pursuant to California Labor Code Section 2870, in order to assign his interest in such invention or innovation to the Company. If Consultant and the Company disagree as to whether or not an invention or innovation is included within the terms of this Consulting Agreement, it will be Consultant's responsibility to prove that it is not included.

8. Covenant Not to Compete or Solicit .

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(a) Beginning on the date hereof and ending on the earlier of: (i) April 1, 2007, or (ii) the date of termination of Consultant's services with the Company by the Company (the " Non-Competition Period "), Consulting Company and Consultant shall not (other than on behalf of the Company), without the prior written consent of the Company, engage in a Competitive Business Activity (as defined below) anywhere in the Restricted Territory (as defined below). For all purposes hereof, the term " Competitive Business Activity " shall mean: (i) engaging in, or managing or directing persons engaged in any business in competition with the Company's Nixit, Inc. anti-piracy services; (ii) acquiring or having an ownership interest in any entity that derives revenues from any business in competition with the Competitive Business Activity (except for passive ownership of three percent (3%) or less of any entity whose securities are publicly traded on a national securities exchange or market or five percent (5%) or less of any entity whose securities are not publicly traded on a national securities exchange or market); or (iii) participating in the operation or control of any firm, partnership, corporation, entity or business (each, an " Entity ") described in clause (ii) of this sentence; provided, however , that Consulting Company or the Consultant shall not be deemed to be engaging in a Competitive Business Activity solely because Consulting Company or the Consultant is employed by, or serves as an independent contractor to, an Entity that engages in a Competitive Business Activity if (i) Consulting Company or the Consultant is employed in, serves as an independent contractor to or is otherwise associated with a division of such Entity other than the division engaged in a Competitive Business Activity (a " Competing Division ") or (ii) the Consulting Company or the Consultant does not provide technical, marketing or other assistance to a Competing Division. For all purposes hereof, the term " Restricted Territory " shall mean in any State of the United States of America, or in any foreign country in which the Company or an affiliate or subsidiary of the Company is conducting such Competitive Business Activity.

(b) During the Non-Competition Period, neither Consulting Company nor Consultant shall solicit, encourage or take any other action which is intended to induce or encourage, or could reasonably be expected to have the effect of inducing or encouraging, any employee of the Company or any of its subsidiaries to terminate his or her employment with the Company or its subsidiaries; provided, however , that any general solicitation of employees not specifically targeted to the Company's employees shall not be deemed a violation of this Section 8(b).

(c) The covenants contained in Section 8(a) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision of the Restricted Territory. The parties acknowledge that the Competitive Business Activity is and will be national and international in scope and thus the covenants in this Section 8 would be particularly ineffective if the covenants were to be limited to a particular geographic area of the United States. If any court of competent jurisdiction at any time deems the Non-Competition Term unreasonably lengthy, or the Restricted Territory unreasonably extensive, or any of the covenants set forth in Section 8 not fully enforceable, the other provisions of Section 8, and this Consulting Agreement in general, will nevertheless stand and to the fullest extent consistent with law continue in full force and effect, and it is the intention and desire of the parties that the court treat any provisions of this Consulting Agreement which are not fully enforceable as having been modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Restricted Term be deemed to be the longest period permissible by law, but not in excess of the length provided for in

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Section 8(a), and the Restricted Territory be deemed to comprise the largest territory permissible by law under the circumstances, but not in excess of the territory provided for in Section 8(a)).

9. Termination .

(a) The Company shall have the right, upon written notice to Consulting Company and Consultant, to immediately terminate this Consulting Agreement and Consultant's services with the Company for "Cause." Upon such termination, Consultant will have no further right to compensation under Section 2 or Exhibit A other than any such amounts of Base Fee that have accrued but have not been paid at the date of termination, payment of the Non-Discretionary Bonus (to the extent such payment is provided for in Exhibit A ) and payment of any unpaid portion of the Signing Bonus. For purposes of this Consulting Agreement only, "Cause" shall mean the determination by the Company in the exercise of its sole discretion, of any of the following: (i) Consultant's financial dishonesty, including, without limitation, misappropriation or embezzlement of the funds or property of the Company or any subsidiary or affiliate, falsification of any Company or subsidiary of affiliate documents or records or any unauthorized attempt by Consultant to take any business or business opportunities of the Company or any subsidiary or affiliate for Consultant's own personal gain; (ii) Consultant's unauthorized or improper use or disclosure of the Company or any subsidiary or affiliate's confidential or proprietary information; (iii) any action by Consultant that has or is reasonably likely to have a material detrimental or adverse effect on the Company or any subsidiary or affiliate's reputation, business or prospects; (iv) Consultant's failure or inability to perform any material duties contemplated by this Consulting Agreement; (v) negligent, reckless or willful misconduct in performance of Consultant's duties; (vi) any material breach by Consultant of any agreement between Consultant and the Company or any subsidiary or affiliate; (vii) Consultant's conviction (including any plea of guilty or nolo contendere) of any felony or the commission of any other material act or material omission involving dishonesty, disloyalty or fraud with respect to the Company, its subsidiaries or affiliates, any customer, supplier or other material business relations; or (viii) a material violation by Consultant of the Company policies, including, without limitation, policies on prohibition of unlawful harassment and insider trading.(b) The Company shall have the right to terminate this Consulting Agreement and to terminate Consultant's services with the Company after the occurrence, and during the continuance, of any "Disability" upon thirty (30) days written notice to Consulting Company and Consultant. For purposes of this Consulting Agreement only, "Disability" means Consultant's incapacity to perform the essential functions of his duties with or without reasonable accommodation as required hereunder for sixty (60) days or more within any period of one hundred eighty (180) consecutive days because of mental or physical condition, illness or injury, consistent with applicable state and federal law. In the event of any dispute regarding the existence of Consultant's Disability, the matter shall be resolved by the determination of a physician qualified to practice medicine in the State of California, selected by the Company and reasonably approved by Consultant. For this purpose, Consultant will submit to appropriate medical examinations.

(c) This Consulting Agreement shall automatically terminate upon the event of Consultant's death.

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10. Consultant's Tax Obligations; Insurance Coverage . All fees, compensation, payments and other benefits payable or provided under this Consulting Agreement shall be construed to include local, state or federal sales, use, excise, personal property or other similar taxes or duties, and any such taxes shall be assumed and paid for by Consultant. Consultant shall be solely responsible for and shall make proper and timely payment of any withholding or other taxes, such as Consultant's estimated state and federal income taxes, employment taxes and self-employment taxes. Consulting Company shall maintain appropriate insurance coverage, as may be required by applicable law, in each case, for the benefit of Consultant. Consultant will indemnify and hold the Company harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, relating to any breach, or any allegation which if true would evidence a breach, by Consultant of any warranty, representation or agreement made by Consultant in this Consulting Agreement.

11. Securities Laws; Insider Trading Policies .

(a) Consultant agrees to comply with all provisions of the securities laws of the United States, including, but not limited to Section 16 of the Securities Exchange Act of 1934, as amended.

(b) To the extent Consultant resigns from the Board during the Term, Consultant agrees that he shall execute a mutually agreeable confidentiality agreement which shall prohibit, among other things, disclosure by Consultant of confidential information pertaining to the Company in violation of Regulation FD.

(c) Consultant agrees to comply with all provisions of the Company's insider trading policy.

12. Equitable Relief . Consulting Company and Consultant acknowledge that any breach or threatened breach by Consulting Company or Consultant of the provisions of Sections 7 or 8 of this Consulting Agreement will result in immediate and irreparable to the Company, for which there will be no adequate remedy at law, and that the Company will be entitled to equitable relief to restrain Consulting Company and Consultant from violating these Sections, and/or to compel Consulting Company and Consultant to perform its obligations thereunder, without posting bond or other security. Notwithstanding anything contained herein to the contrary, the parties shall be entitled to seek a temporary restraining order for alleged an alleged breach or threatened breach of Sections 7 or 8 of this Consulting Agreement pursuant to California Code of Civil Procedure Section 1281.8.

13. Complete Agreement; Amendment; Waiver . This Consulting Agreement is the complete agreement and understanding between the parties with respect to its subject matter and supersedes any prior understandings, agreements or representations, written or oral, which may relate to the subject matter hereof in any way. The provisions of this Consulting Agreement may be amended or waived only with the prior written consent of the Company, Consulting Company and Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Consulting Agreement shall affect the validity, binding effect or enforceability of this Consulting Agreement.

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14. Counterparts . This Consulting Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

15. Successors and Assigns . This Consulting Agreement is intended to bind and inure to the benefit of and be enforceable by all the parties and their respective heirs, successors and assigns, except that Consultant may not assign his rights or delegate his obligations hereunder.

16. Choice of Law . This Consulting Agreement is made and entered into, and shall be interpreted and construed in accordance with the laws of, the State of California.

17. Dispute Resolution . The parties agree that any disputes related to this Consulting Agreement, or otherwise related to services provided by Consultant to the Company, shall be submitted to binding arbitration in accordance with the employment arbitration rules of American Arbitration Association (" AAA ") by a single impartial arbitrator. The arbitration shall take place in the County of Los Angeles, California, and all parties agree to submit to the jurisdiction of the arbitrator selected in accordance with AAA's rules and procedures. The parties agree that the arbitration procedure provided for in this section will be the exclusive avenue of redress for any disputes relating to or arising from this Consulting Agreement or otherwise related to Consultant's service with the Company, and that the award of the arbitrator shall be final and binding on all parties, and nonappealable. The arbitrator shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrator deems appropriate, in accordance with applicable law. The arbitrator shall also have discretion to award the prevailing party reasonable costs and attorneys' fees incurred in bringing or defending an action under this provision, in accordance with applicable law. THE PARTIES ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE THE DISPUTES COVERED BY THIS SECTION 17, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY WITH RESPECT TO SUCH DISPUTES.

Notwithstanding the foregoing, the parties shall be entitled to seek a provisional remedy, including, but not limited to, a temporary restraining order pursuant to California Code of Civil Procedure Section 1281.8 before or during arbitration.

18. Notices . Any notice or communication required or permitted by this Consulting Agreement shall be deemed sufficiently given if in writing and, if delivered personally, when it is delivered or, if delivered in another manner, the earlier of when it is actually received by the party to whom it is directed or when the period set forth below expires (whether or not it is actually received): (i) if deposited with the U.S. Postal Service, postage prepaid, and addressed to the party to receive it as set forth below, forty-eight (48) hours after such deposit as registered or certified mail; or (ii) if accepted by Federal Express or a similar delivery service in general usage for delivery to the address of the party to receive it as set forth next below, twenty-four (24) hours after the delivery time promised by the delivery service.

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IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first written above: COMPANY: COMPANY O , INC. |s|Mr. A By: Mr. A Its: Chief Financial Officer Address: Address CONSULTING COMPANY: XYZ Consulting Group, LLC |s|Mr. N By: Mr. N Its: Director Address: CONSULTANT: |s|Mr. N Mr. N

Exhibit ADuties : Consultant will provide consulting and advisory services outside of the ordinary course of what is provided by other members of the Company's Board (excluding the Company's employee directors), with respect to the business and operations of the Company and its subsidiaries (including Nixit, Inc.). Specific duties will be as mutually determined by Consultant and the Company's Chief Executive Officer. Consultant shall report directly to the Company's Chief Executive Officer, Chief Operating Officer and President, subject to modification by the Company's Chief Executive Officer. Senior executive officers of Nixit, Inc. shall be entitled to contact Consultant directly and to request any information, work product or other business ideas or strategies generated by Consultant during the Term.Signing Bonus; Base Fee: Signing Bonus equal to $50,000, payable in equal installments of $25,000 in the third and fourth fiscal quarter of 2006. Commencing as of the Effective Date, monthly payments equal to $10,000. Such payments shall commence on June 1, 2006 and all amounts accrued for services rendered since the Effective Date shall be paid to Consultant on or prior to December 31, 2006.Non-Discretionary Bonus: So long as Consultant has continued to provide consulting services through such date in accordance with the Consulting Agreement, a $25,000 Bonus payable on December 31, 2006, unless Consultant unilaterally exercises termination right under Section 6 of the Consulting Agreement. The Non-Discretionary Bonus (if earned and payable) shall be paid on the ninety-first (91 st ) day following the end of the Company's then current fiscal year end (e.g., April 1).Discretionary Consultant may be entitled to Discretionary Bonus amounts, as set forth below:

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Bonus: A. $50,000- For successful organization of artist managers and legal representation to educate the sector on incorporating anti-piracy clauses in artist contracts. B. $50,000- For successful organization of industry advisory board, and for a Company executive officer or Consultant taking a personal leadership role in running the advisory board meetings toward the creation of end-state requirements. C. $50,000- For successful creation of a joint venture for the Company with OMGFestival (" OMG ") to create the OMG online, leveraging the existing infrastructure of the UBL website. D. $50,000- For successful creation of a database technology for the Company that can review massive amounts of peer-to-peer activities to deduce trends and predict popularity of upcoming music artists--virtual A&R.

For Consultant to be eligible to receive the Discretionary Bonus amounts referenced above, Consultant must be actively involved in the creation and execution of strategies necessary for the Company to achieve items A-D above, as applicable. Any discretionary bonus amounts earned during the Term shall be paid on the thirtieth (30 th ) day following achievement, but shall remain subject to final approval by the Compensation Committee of the Board, upon consultation with the Company's Chief Executive Officer.Form of Compensation: The Signing Bonus and Base Fee referenced above will be paid by the Company in cash; however, up to fifty percent (50%) of the Signing Bonus and Base Fee may be paid in such other form as mutually agreed to by Consultant and the Company. All Bonus amounts referenced above shall be payable in cash or such other form as mutually agreed to by Consultant and the Company. Any issuances of the Company's common stock made in lieu of cash compensation will be based on the closing sales price of the Company's common stock on the date of such issuance (which date will generally occur during the four week "window" periods following the publication of the Company's quarterly and annual financial results). If the Company determines it to be reasonably necessary, the Company may defer any cash payments owed pursuant to this Consulting Agreement for a period of up to ninety (90) days.

Exhibit B

California Labor Code Sections 2870, 2871 and 2872

SECTION 2870

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

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i. Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

ii. Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

SECTION 2871

No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee's inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies.

SECTION 2872

If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.

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This CONSULTANT AGREEMENT (this " Agreement ")is by and between

Company A , Inc., a Delaware corporation (the " Company ")and Mr. X , Ph.D., an individual (the " Consultant ").

The Effective Date of this Agreement is the Effective Date of the Separation Agreement and General Release dated as of December 18, 2009 by and between Consultant and the Company.

RECITALS

A. The parties anticipate that effective January 15, 2010 (the " Separation Date "), Consultant shall cease employment as the Company's Senior Vice President of Production Operations and Technology.

B. The Company and Consultant desire to have Consultant furnish the Company with certain services for a period of time after the Separation Date under the terms and conditions set forth in this Agreement.

AGREEMENT

SECTION 1. SERVICES

The Consultant will perform services (the " Services ") in the following areas: production process and operations relating to thin-film photovoltaic technologies and products. The parties agree that Consultant will work as and when requested by the Company. The Consultant will prepare such records and reports reasonably requested by the Company regarding the performance of the Services. The Consultant will use his best efforts to advance the interests of the Company, and will faithfully, industriously, and to the best of his abilities, perform the Services. Unless otherwise directed, the Consultant will report to the Company's Chief Executive Officer.

SECTION 2. TERM

The term of this Agreement shall begin on the Separation Date (or such other date on which Consultant ceases to be an employee of the Company), and unless earlier terminated pursuant to the terms herein will continue in effect until June 30, 2011. The term of Agreement may be extended with the written agreement of both parties.

SECTION 3. ASSURANCES

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The Company will do all things reasonably required in a prompt and timely manner to enable the Consultant to provide the Services and to otherwise perform his obligations pursuant to this Agreement.

SECTION 4. COMPENSATION

Subject to the provisions of this Agreement and provided Consultant performs all of his obligations and satisfies all of the conditions under this Agreement and the Separation Agreement and General Release dated as of December 18, 2009 that Consultant entered into with the Company (" Separation Agreement "), the Company will provide the following compensation to Consultant:

(a) Of the up to fifteen thousand (15,000) restricted stock units (" RSUs ") scheduled to vest on July 31, 2010 under Employee's Executive Employment Agreement dated as of July 15, 2009 (the " Employment Agreement ") based upon evaluation of Employee's performance, seven thousand five hundred (7,500) RSUs shall be deemed vested as of July 31, 2010. Of the up to twenty thousand (20,000) RSUs scheduled to vest on December 31, 2010 under the Employment Agreement based upon evaluation of Employee's performance, ten thousand (10,000) RSUs shall be deemed vested as of December 31, 2010. Of the up to twenty thousand (20,000) RSUs scheduled to vest on July 31, 2011 under the Employment Agreement based upon evaluation of Employee's performance, ten thousand (10,000) RSUs shall be deemed vested as of an accelerated date of June 30, 2011. All remaining RSUs eligible for vesting on July 31, 2010, December 31, 2010 or July 31, 2011, shall not vest and are hereby forfeited by Consultant.

(b) Of the up to twenty-five thousand (25,000) stock options (" Options ") scheduled to vest on January 1, 2011 under the Employment Agreement, twelve thousand five hundred (12,500) Options shall be deemed vested as of January 1, 2011. Of the up to twenty-five thousand (25,000) stock options (" Options ") scheduled to vest on January 1, 2012 under the Employment Agreement, twelve thousand five hundred (12,500) Options shall be deemed vested as of an accelerated date of June 30, 2011. All remaining Options eligible for vesting on January 1, 2011 or January 1, 2012 shall not vest and are hereby forfeited by Consultant.

Except as set forth above or in his Separation Agreement, Consultant will under no circumstances, including a legal finding regarding employee status, be entitled to any other benefits or compensation from the Company, including: the grant of new, or the continued vesting of any outstanding, RSUs, Options or other equity awards; and benefits under any and all employee benefit plans of the Company. Notwithstanding any prior agreement or arrangement to the contrary, Consultant agrees and understands that Consultant is responsible for payment, if any, of all local, state, and/or federal taxes on the payments and any other consideration provided under this Agreement by the Company and any penalties or assessments thereon.

SECTION 5. REIMBURSEMENT OF EXPENSES

The Company shall reimburse Consultant for any reasonable out of pocket or travel expenses incurred by the Consultant that: (1) are consistent with the Company's travel and expense policy; (2) result from Consultant's performance of Services under this Agreement; and (3) directly

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relate to work assignments pre-approved by the Company's Chief Executive Officer or his designee. The Company may refuse to reimburse expenses that do not meet all of these criteria. The Consultant shall promptly submit itemized statements of expenses for reimbursement.

SECTION 6. ASSIGNMENT OF RIGHTS

The Consultant may not assign or delegate any of his rights or obligations under this Agreement to any person without the prior written consent of the Company, which the Company may withhold in its sole discretion.

SECTION 7. NO AUTHORITY TO BIND COMPANY

The Consultant and the Company agree that the Consultant has no authority to bind the Company as its agent, except as expressly agreed to by the parties in a separate written agreement. The Consultant will not make any representations, or take any actions, that would create the impression that he has authority to bind the Company.

SECTION 8. RELATIONSHIP BETWEEN PARTIES

The Consultant and the Company recognize and agree that the Consultant is not an employee of the Company and is furnishing the Services as an independent contractor. The Consultant may perform services for others during those periods when the Consultant is not performing work under this Agreement for the Company.

SECTION 9. LIMITATIONS OF LIABILITY

The Consultant agrees to indemnify the Company against all liability or loss, and against all claims or actions based on or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with his performance of this Agreement or by conditions created thereby, or based on his violation of any statute, ordinance, or regulation, and agrees to indemnify the Company against the cost of defending any such claims or actions.

SECTION 10. REPRESENTATIONS AND WARRANTIES

The Consultant represents and warrants to the Company that there is no employment contract, consultant agreement, or any other contractual obligation to which the Consultant is subject that prevents the Consultant from entering into this Agreement or from performing fully the Services under this Agreement.

SECTION 11. CONFIDENTIAL INFORMATION AND INVENTIONS

As used in this Agreement, the term " Confidential Information " means: (a) proprietary information of the Company; (b) information marked or designated by the Company as confidential; (c) information, whether or not in written form and whether or not designated as confidential, that is known or should reasonably be known to the Consultant as being treated by the Company as confidential; (d) information provided to the Company by third parties that the

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Company is obligated to keep confidential; and (e) any supplier or vendor list of the Company. Confidential Information includes, but is not limited to, discoveries, ideas, designs, drawings, specifications, techniques, models, trade secrets, data, programs, documentation, processes, know-how, customer lists, vendor lists, supplier lists, marketing plans, and financial and technical information. The term "Confidential Information" shall not include any information that the Company now or hereafter voluntarily disseminates to the public or that otherwise becomes part of the public domain through lawful means.

The Consultant agrees and acknowledges that all Confidential Information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by the Consultant. The Consultant agrees not to disclose Confidential Information, directly or indirectly, under any circumstances or by any means, to any third person without the express written consent of the Company, and also to comply with all Company policies and procedures for the protection of Confidential Information. Upon expiration or termination of this Agreement, or otherwise as requested, the Consultant will deliver promptly to the Company all Confidential Information, in whatever form, that may be in his possession or under his control.

The Consultant agrees that all inventions, whether patentable or not, conceived or made or reduced to practice by the Consultant during or in connection with his performance of this Agreement will be promptly and fully disclosed to the Company or its nominee. The Consultant hereby assigns and agrees to assign all of his rights or interests in any inventions, whether patentable or not, conceived or made or reduced to practice by him during or in connection with his performance of this Agreement which: (i) relate to the thin-film photovoltaic technology; (ii) relate to business known by the Consultant to be anticipated business of the Company; (iii) relate to any actual or demonstrably anticipated research or development work of the Company; (iv) result from any work performed by the Consultant for the Company; or (v) were invented using either the Company's equipment, supplies, facility, time, or Confidential Information. The Consultant agrees to assist the Company in every proper way (entirely at the Company's expense) to obtain patents on any inventions assigned to the Company and that the Company, in its sole discretion, seeks to patent. Further, the Consultant agrees that all creative work prepared or originated by the Consultant for the Company under this Agreement that may be subject to or eligible for protection under federal copyright laws, constitutes work made for hire, all rights to which are owned by the Company; and the Consultant hereby assigns to the Company all rights, title, and interest, whether by way of copyright, trade secret, or otherwise, in all such work, whether or not subject to protection by copyright laws.

The Consultant acknowledges that any disclosure of Confidential Information will cause irreparable harm to the Company. In the event of a breach of these obligations, the Company will be entitled to: (a) specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this section of this Agreement; (b) a judgment for damages caused by the Consultant's breach; and (c) any other remedies provided by applicable law or equity. The obligations set forth in this section will continue and survive this Agreement for as long as the Consultant possesses Confidential Information.

Upon expiration or earlier termination of this Agreement, Consultant will turn over to the Company all equipment or other materials and property issued to him by the Company during

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the term of this Agreement, along with all documents, notes, computer files, and other materials which he has in his possession or subject to his control, relating to the Company, or its technology, products or customers.

SECTION 12. MISCELLANEOUS PROVISIONS

12.1 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.

12.2 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or will be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.

12.3 Amendments. This Agreement may be amended only by an instrument in writing executed by both parties.

12.4 Termination. If the Company in its sole discretion reasonably determines that Consultant has breached any material obligation or provision of this Agreement or the Separation Agreement, then (a) the Company may immediately terminate this Agreement without recourse by Consultant and (b) payment or provision of compensation due to Consultant under this Agreement shall immediately cease and/or be forfeited. The Company may terminate this Agreement upon the death or Disability (as defined in the Company's 2005 Stock Option Plan, as amended) of Consultant, and upon such termination (1) any Options or RSUs payable under this Agreement that are not yet vested shall be forfeited and (2) any vested Options may be exercised in accordance with the 2005 Stock Option Plan, as amended.

12.5 Construction. The captions used in this Agreement are provided for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

12.6 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.

12.7 Facsimile Signatures. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, will be the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmitted signatures by signing an original document.

12.8 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

12.9 Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that the other

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parties will be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.

12.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Colorado, without regard to conflict-of-laws principles.

12.11 Tax Consequences . The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Consultant or made on his behalf under the terms of this Agreement. Consultant agrees and understands that he is responsible for payment, if any, of all local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Consultant further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Consultant's failure to pay or if required by law the Company's failure to withhold, or Consultant 's delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs.

12.12 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

12.13 Severability. If any provision of this Agreement is invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be in any way impaired.

12.14 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.

[signature page follows] The parties enter into this Agreement as of the date written above.CONSULTANT COMPANY A , INC. |s|Mr. X By: |s|Mr. Y 12/21/09Mr. X , Ph.D. Mr. Y , Ph.D. Chief Executive Officer

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CA#38 CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement")is made and entered into

as of February 13, 2006 (the "Execution Date"),by and between

Company X International Corporation, a Delaware corporation (the "Company"),and

ABC Holdings, LLC to obtain the services of its officer, Mr.Y , anindividual (collectively "Consultant").

W I T N E S S E T H: WHEREAS, the Company desires to engage Mr.Y , formerly the Company's Chief Executive Officer, as a consultant to the Company upon the terms and subject to the conditions set forth in this Consulting Agreement; and, WHEREAS, Consultant desires to be hired as a consultant to the Company to provide the requested services of Mr.Y upon the terms and subject to the conditions set forth in this Consulting Agreement. NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows: Section 1. Engagement. The Company hereby engages Consultant, and ---------- Consultant hereby accepts engagement with the Company, as a consultant, all upon the terms and subject to the conditions set forth in this Consulting Agreement. Section 2. Consulting Services. Consultant is and shall be engaged as a consultant to the Board of Directors of the Company (the "Board") when requested by the Chief Executive Officer of the Company, on matters relating to the general business and affairs of the Company including matters concerning marketing and operations ("Consulting Services"). ABC Holdings, LLC shall ensure that all consulting under this Agreement is performed by Mr. Y Haslinger personally. Consultant shall report directly to the Chief Executive Officer (CEO) of the Company, and the CEO shall direct the scope of work to be conducted by the Consultant. Consultant shall devote such business time, best efforts, and attention to promote and advance the business of the Company and

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its subsidiaries as reasonably requested, from time to time, by the Chief Executive Officer; provided, however, that such time, efforts and attention shall, where and when possible, shall be conducted during regular business hours and shall not unreasonably interfere with Consultant's other business and/or personal activities. Consultant shall provide Consulting Services to the Company a minimum average of Sixty (60) business hours during each month of the Consulting Period or any extensions thereof. Section 3. Exclusivity. Consultant agrees not to undertake consulting work for other businesses in competition with the Company during the term of this Consulting Agreement or any extensions hereof. Section 4. Term of Engagement. The term of engagement of Consultant by the Company pursuant to this Consulting Agreement shall be for the period (the "Consulting Period") commencing on February 13, 2006 and ending on August 13, 2006 or such earlier date that Consultant's engagement is terminated in accordance with the provisions of this Consulting Agreement or such later date that Consultant's engagement is extended pursuant to this Consulting Agreement (the "Consulting Termination Date"). This Agreement may be renewed by mutual consent. Such renewal, unless otherwise expressly stated, shall be for a term of six (6) months. Section 5. Fee. During the Consulting Period, subject to all the terms and conditions of this Consulting Agreement and as compensation for all Consulting Services under this Consulting Agreement, the Company shall pay Consultant the amount of Nine Thousand Dollars ($9,000), which shall be payable at such intervals (at least monthly) as salaries are paid generally to executive officers of the Company. The fee shall be paid to ABC Holdings, LLC. These fees are exclusive of any compensation earned by Mr. Y as a Director of the Company, if any. Section 6. Expenses. The Company shall not be obligated to reimburse any expenses of Consultant in the performance of services unless reimbursement of a particular expense is requested in advance and which is expressly approved, in advance and in writing, by the Chief Executive Officer of the Company. The presumption is that no expenses are expected to be paid by the Company. Section 7. Notices. For the purposes of this Consulting Agreement, notices and all other communications provided for in the Consulting Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier with established national reputation, shipping prepaid or billed to sender, in either case addressed to the respective addresses last given by each party to the other (provided that

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all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company) or to such other address as either party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, on the third business day after the mailing thereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt. Section 8. Proprietary Information and Inventions. Consultant understands and acknowledges that: 8.01 Trust. Consultant's engagement creates a relationship of confidence and trust between Consultant and the Company with respect to certain information applicable to the business of the Company and its subsidiaries and affiliates (collectively, the "Group") or applicable to the business of any licensee, vendor or customer of any of the Group, which may be made known to Consultant by the Group or by any licensee, vendor or customer of any of the Group or learned by Consultant during the Consulting Period and/or the Employment Period. 8.02 Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Consultant during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called "Proprietary Information", which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions, discoveries, processes, procedures, formulae, technology, improvements, developments, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists in the possession of Company. Notwithstanding anything contained in this Consulting Agreement to the contrary, the term "Proprietary Information" shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Consultant, (iii) information which Consultant can demonstrate was in Consultant's possession at the time of disclosure and was not acquired by Consultant directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Consultant on a non-confidential basis from a source other than any of the Group and which source, to the best of Consultant's knowledge, did not acquire the information on a confidential basis or (v) information required to be disclosed by any federal or state law, rule or

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regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. All Proprietary Information shall be the sole property of the Group and their respective assigns. Consultant assigns to the Company any rights Consultant may have or acquire in such Proprietary Information. At all times, both during Consultant's engagement by the Company and after its termination, Consultant shall keep in strictest confidence and trust all Proprietary Information, and Consultant shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Consultant's duties as a consultant to the Company. All confidential information of the Company shall be kept in confidence by Consultant for a period of at least three (3) years after the Consulting Termination Date. Section 9. Surrender of Documents. Consultant shall, at the request of the Company, promptly surrender to the Company or its nominee any Proprietary Information or document, memorandum, record, letter or other paper in his possession or under his control relating to the operation, business or affairs of the Group. Section 10. Prior Employment Agreements. Consultant represents and warrants that Consultant's performance of all the terms of this Consulting Agreement and as a consultant to the Company does not, and will not, breach any agreement to keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to Consultant's employment by the Company. Consultant has not entered into, and shall not enter into, any agreement, either written or oral, which is in conflict with this Consulting Agreement or which would be violated by Consultant entering into, or carrying out his obligations under, this Consulting Agreement. It is expressly agreed and acknowledged that this Consulting Agreement shall control the relationship between the Consultant and the Company. All prior or contemporaneous agreements between the Parties are hereby merged hereinto and or of no present or future effect. The Parties warrant and acknowledge that the terms of the all prior agreements between them have been satisfied in full. Section 11. Remedies. Consultant acknowledges and agrees that the Company's remedy at law for a breach or a threatened breach of the provisions herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach by Consultant of any of the provisions of this Consulting Agreement, it is agreed that the Company shall be entitled to, equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without posting bond or other security. Consultant acknowledges that the granting of a temporary injunction, a temporary restraining order or other permanent injunction merely prohibiting Consultant from engaging in any Business Activities would not be an adequate remedy upon

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breach or threatened breach of this Consulting Agreement, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting Consultant from engaging in any activities prohibited by this Consulting Agreement. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or otherwise. Section 12. Successors. This Consulting Agreement shall be binding on the Company and any successor to any of its businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Consulting Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Consulting Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees to perform this Consulting Agreement or which is otherwise obligated under this Agreement by the first sentence of this Section 12, by operation of law or otherwise. Section 13. Termination. This Consulting Agreement may be terminated by Consultant at any time upon fifteen (15) days notice. Upon the effective date of any such termination by Consultant, the Company will have no further obligations to Consultant, including any obligation to pay amounts contemplated under this Agreement for periods after the effective date of termination of this Consulting Agreement. The Company may terminate this Consulting Agreement at any time upon ninety (90) days advance written notice. This Agreement shall terminate automatically upon the death of Mr. Y Haslinger, which other than for payments due for the period prior to death, shall relieve all further payment obligations hereunder for periods from and after Mr. Y’s date of death. Section 14. Binding Effect. This Consulting Agreement shall inure to the benefit of and be enforceable by Consultant's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Consultant should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Consulting Agreement. Section 15. Modification and Waiver. No provision of this Consulting Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Consultant and such officer as may be specifically designated by the Board. No waiver by

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either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Consulting Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Section 16. Headings. Headings used in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. Section 17. Waiver of Breach. The waiver of either the Company or Consultant of a breach of any provision of this Consulting Agreement shall not operate or be construed as a waiver of any subsequent breach by either the Company or Consultant. Section 18. Amendments. No amendments or variations of the terms and conditions of this Consulting Agreement shall be valid unless the same is in writing and signed by all of the parties hereto. Section 19. Severability. The invalidity or unenforceability of any provision of this Consulting Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability. Section 20. Governing Law/Forum. This Consulting Agreement shall be construed and enforced pursuant to the laws of the State of Ohio, and Ohio shall be the sole venue for dispute resolution relative hereto. Section 21. Arbitration. Any controversy or claim arising out of or relating to this Consulting Agreement or any transactions provided for herein, or the breach thereof, other than a claim for injunctive relief, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Rules") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall be kept to the minimum level of formality that is consistent with the Rules. One arbitrator shall be named by the Company, a second shall be named by Consultant and the third arbitrator shall be named by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be named by the American Arbitration Association. Arbitration shall occur in Toledo, Ohio or such other location agreed to by the Company and Consultant. The award made by all or a majority of the panel of arbitrators shall be final and binding, and judgment may be entered in any court of law having competent jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided in Title 9 of the United States Code. The prevailing party shall be entitled to an award of pre- and post-award interest as well as reasonable attorney's fees incurred in connection with the arbitration and any judicial proceedings related thereto.

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Section 22. Counterparts. This Consulting Agreement may be executed in more than one (1) counterpart and each counterpart shall be considered an original. Section 23. Sections. Unless the context requires a different meaning, all references to "Sections" in this Agreement shall mean the Section of this Agreement. Section 24. Publicity. Press releases and other publicity materials relating to the transactions contemplated by this Consulting Agreement shall be released by the parties hereto only after review and with the consent of the other party; provided, however, that if legal counsel for the Company -------- ------- advises the Company that disclosure of this Consulting Agreement is required under applicable federal or state securities laws, then the Company shall be permitted to make such disclosure in the form recommended by such legal counsel without the prior consent of Consultant. Section 25. Independent Contractor. Consultant shall be deemed to be an independent contractor with respect to the Company and not an employee and Consultant shall be responsible for all federal, state and local taxes as a result of the receipt of the amounts paid to Consultant by the Company, including, but not limited to, unemployment and withholding taxes. IN WITNESS WHEREOF, this Consulting Agreement has been duly executed by the Company and Consultant as of the date first above written. COMPANY X INTERNATIONAL CORPORATION By /s/ Mr. A ---------------------- Its: Chief Executive Officer --------------------------- ABC HOLDINGS, LLC /s/Mr. Y --------------------------- By: Mr. Y Its: President /s/ Mr. Y --------------------------- Mr. Y

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dated this 13th day of December 2004by and among

Company W Company (the "Company"), ABC Acquisition Corp., a Texas corporation("Merger Sub"), NCorp- ABC, Inc., a Texas corporation

("NCorp"),and Mr. A ("Mr. A ").

WITNESSETH: WHEREAS, Mr. A is employed by NCorp as its Chief Executive Officer. WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December 13, 2004 ("Merger Agreement"), NCorp will be merged with Merger Sub, which is an indirect subsidiary of the Company. WHEREAS, upon the completion of the merger, the parties desire to terminate Mr. A 's employment relationship with NCorp and to enter into a consulting relationship with the Company and NCorp upon the terms and conditions set forth in this Consulting Agreement and to bind Mr. A to certain restrictive covenants in favor of the Company and NCorp as set forth in the Non-Disclosure, Non-Solicitation and Non-Competition Agreement (the "Non-Compete Agreement") attached as Exhibit A. NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Effective Date. This Consulting Agreement shall be effective upon completion of the merger of the Merger Sub with NCorp, which is defined as the "Effective Time" in the Merger Agreement (the "Effective Date"). Simultaneously with the execution of this Consulting Agreement, Mr. A shall execute the Non-Compete Agreement. In the event that the merger does not close by such time as contemplated by the Merger Agreement, the Consulting Agreement shall terminate and become void. 2. Consulting Period. The Company and NCorp agree to retain Mr. A as a consultant to provide the services described in Section 4 below from the Effective Date until the second anniversary of the Effective Date (the "Consulting Period"), as provided in this Consulting Agreement, subject to earlier termination under Section 6 below.

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3. Services as a Director. The Company shall endeavor to cause Mr. A to be nominated as a director of the Company's Board of Directors, and, if elected, Mr. A will serve as a director for a term of not less than two years. Mr. A shall receive compensation for services provided as a director as per the Company's director compensation program as in effect from time to time. Mr. A shall be required to travel to attend Board meetings, and shall be entitled reimbursement for travel expenses as per the Company's reimbursement policies applicable to all directors. 4. Consulting Services. During the Consulting Period, Mr. A shall perform such duties as reasonably requested by NCorp and the Company (including--where requested by senior management--attending meetings in person), including assisting the Company and its senior management in their efforts (a) to retain and develop client and referral sources, (b) making major sales calls at the federal, state, and district levels, (c) developing of a "new account" strategy, (d) developing of a government relations strategy at the federal and state level, (e) introducing and transiting contacts for NCorp's business and (f) performing transition and integration services related to the businesses of the Company and NCorp with Mr. A 's named successor at NCorp and the Company's senior management team as reasonably requested (collectively, the "Consulting Services"). Mr. A agrees to be available up to eight days per month for the first six months of the Term to perform the Consulting Services, and up to sixteen days every three months during the last eighteen months of the Term to perform the Consulting Services. The Consulting Services will be performed at such times as are reasonably requested by the Company after reasonable consultation with Mr. A . Mr. A shall provide these services in Dallas, Texas, provided that Mr. A shall be required to travel for business and client meetings as reasonably requested by the Company. 5. Fees. As compensation for the Consulting Services, the Company or NCorp shall Mr. A $40,000 per month for the first six months of the Term and $26,666 per month for the last eighteen months of the Term. Fees shall be paid monthly in arrears. Mr. A shall provide his own health and other insurance coverages. Mr. A shall not be entitled to participate, and shall not participate, in any employee benefit plan providing benefits to Company or NCorp employees, whether presently in force or adopted subsequent to this Consulting Agreement. All reasonable and necessary business expenses incurred by Mr. A in the performance of the Consulting Services shall be promptly reimbursed by the Company in accordance with the Company's standard expense reimbursement policies applicable to independent contractors, provided that such expenses are approved in advance by the Company. 6. Termination. This Consulting Agreement may terminate prior to the second anniversary of the Effective Date due to any of the events described below. In the event that this Consulting Agreement terminates under this Section 6, Mr. A shall only be entitled to accrued but unpaid consulting fees under

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Section 5 above as of the termination date and compensation attributable to his services as a director under the Company's director compensation programs. (a) This Consulting Agreement shall terminate immediately upon the death of Mr. A . (b) The Company may terminate this Consulting Agreement for any reason upon providing sixty (60) days' advance written notice to Mr. A . (c) Mr. A may terminate this Consulting Agreement and be released from providing services to the Company for the remainder of the Consulting Period only for "Good Reason," which shall be found if, and only if, the Company engages in a material breach of its obligations under this Consulting Agreement which is not remedied by the Company within forty five (45) days after receipt of notice thereof given by Mr. A . Notwithstanding the foregoing, it is agreed between the parties that "Good Reason" shall include a change in the management of Company W Company that results in Alan Aldworth no longer being employed by the Company. A termination of this Consulting Agreement by Mr. A for "Good Reason" under this Section 6(c) shall be accomplished by giving the Company's Chief Executive Officer, General Counsel and Senior Vice President of Human Resources written notice of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason. An event shall not be deemed to constitute Good Reason if Mr. A fails to deliver such notice of termination for Good Reason within twenty days of Mr. A 's actual knowledge of such event. 7. Status. Mr. A acknowledges and agrees that his status at all times during the Consulting Period shall be that of an independent contractor, and that he may not, at any time, act as a representative for or on behalf of the Company or NCorp for any purpose or transaction, and may not bind or otherwise obligate the Company or NCorp in any manner whatsoever without obtaining the prior written approval of an authorized representative of the Company or NCorp. Mr. A hereby waives any rights to be treated as an employee or deemed employee of the Company or any of its affiliates for any purpose following his termination of employment at the Effective Date. The parties hereby acknowledge and agree that the compensation provided for in Section 5 shall represent fees for Mr. A 's Consulting Services as an independent contractor, and shall be paid without any deductions or withholdings for taxes. Mr. A further acknowledges that the Company and NCorp make no warranties as to any tax consequences regarding payment of compensation under this Consulting Agreement, and specifically agrees that the determination of any tax liability or other consequences of the payment set forth above is his sole and complete responsibility and that Mr. A will pay all federal, state and local taxes, if any, assessed on such payments. 8. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, excluding any conflicts or choice of law rule or principle that might

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otherwise refer construction or interpretation of this Consulting Agreement to the substantive law of another jurisdiction. 9. Assignability. Mr. A may not assign or transfer this Consulting Agreement or any of Mr. A 's rights, duties or obligations hereunder. The Company, NCorp or both may assign this Consulting Agreement to any affiliate thereof or to any person or entity acquiring all or substantially all of the assets (by merger or otherwise) of the Company, NCorp or any such affiliate so long as such person, entity or affiliate assumes the Company's obligations hereunder. 10. Entire Agreement. This Consulting Agreement and the Non-Compete Agreement constitute the full and complete understanding and agreement of the parties hereto with respect to engaging Mr. A as a consultant to the Company and NCorp. This Consulting Agreement may not be changed or amended orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. (a) Notice. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to the Company or NCorp, to: Company W Company Attention: Mr. X Facsimile: with a copy (which shall not constitute notice) to: XXXX LLP Chicago, Illinois Attention: Mr. N , P.C. Facsimile: xxxx if to Mr. A , to: R. Mr. A Associates, Inc. Texas Attention: Mr. A Facsimile: with a copy (which shall not constitute notice) to: YYYYY, L.L.P.

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Dallas Texas, 75201 Attention: Mr. F Facsimile: xxxxx or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. 11. Divisibility. If any one or more of the provisions of this Consulting Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions and other application thereof shall not in any way be affected or impaired. 12. Survival. All of the Company's and Mr. A 's obligations hereunder shall survive the termination of this Consulting Agreement. 13. Counterparts. This Consulting Agreement may be executed in counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same Consulting Agreement. IN WITNESS WHEREOF, the undersigned have duly executed this Consulting Agreement as of the day and year first above written. /s/ Mr. A ------------------------------------ Mr. A COMPANY W COMPANY /s/ Name ------------------------------------ By: Name -------------------------------- Its: Chief Executive Officer -------------------------------- NCORP- ABC, INC.

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------------------------------------ By: -------------------------------- Its: -------------------------------- ABC ACQUISITION CORP. ------------------------------------ By: -------------------------------- Its: -------------------------------- NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENT This Non-Compete Agreement is made by and among Mr. A ("Mr. A "), Company W Company (the "Company") and NCorp- ABC, Inc. ("NCorp") simultaneously with the execution and delivery of a consulting agreement between the parties dated December 13, 2004 (the "Consulting Agreement"). WHEREAS, Mr. A is currently employed by NCorp as its Chief Executive Officer and holds shares of NCorp's Common Stock (the "NCorp Stock"). WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December 13, 2004 ("Merger Agreement"), NCorp will be merged with ABC Acquisition Corp., a Texas corporation ("Merger Sub"), which is an indirect subsidiary of the Company. WHEREAS, upon the completion of the merger, the parties desire to terminate Mr. A 's employment relationship with NCorp and to enter into a consulting relationship with the Company and NCorp upon the terms and conditions set forth in the Consulting Agreement and to bind Mr. A to certain restrictive covenants in favor of the Company and NCorp as set forth in this Non-Disclosure, Non-Solicitation and Non-Competition Agreement (the "Non-Compete

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Agreement"). NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. The execution and delivery of this Non-Compete Agreement and the Consulting Agreement is a precondition to the merger of NCorp with the Merger Sub in accordance with the Merger Agreement. This Non-Compete Agreement shall only become effective at the "Effective Time," as defined in the Merger Agreement (the "Effective Date"). In the event that the merger does not close by such time as contemplated by the Merger Agreement, the Non-Compete Agreement shall terminate and become void. 2. Mr. A and the Company acknowledge and agree that this Non-Compete Agreement is ancillary to the Merger Agreement and the Consulting Agreement to the fullest extent permitted under Texas Business and Commercial Code 15.50-.52, and is intended to be enforceable to the fullest extent of Texas law, which the parties agree shall govern. 3. Mr. A acknowledges that he has been exposed to, and has knowledge of certain trade secrets and confidential business information owned by NCorp as a result of his employment with NCorp Additionally, the Company and NCorp will provide Mr. A with trade secrets and confidential business information of the Company, NCorp and their affiliates in the future as a result of his performing services under the Consulting Agreement and, to the extent that he becomes a member of the Board of Directors of the Company, his duties as a director (collectively, the "Confidential Information"). 4. Mr. A agrees that he will not disclose the Confidential Information or use it in any way, except on behalf of the Company and NCorp, whether or not such Confidential Information is produced by Mr. A 's own efforts. Mr. A further agrees, upon termination of the Consulting Agreement, promptly to deliver to the Company all Confidential Information, whether or not such Confidential Information is produced by Mr. A 's own efforts, and to refrain from making, retaining or distributing copies thereof. 5. Mr. A agrees that, during the term of the Consulting Agreement and for a period of three (3) years after the Effective Date, he will not, directly or indirectly (including but not limited through R. Mr. A Associates, Inc., a subsidiary of R. Mr. A Associates, Inc. or an entity in which Mr. A , R. Mr. A Associates, Inc. or a subsidiary of R. Mr. A Associates, Inc. is a controlling stakeholder), engage or participate in: (i) any capacity, anywhere in the United States, for or on behalf of any person

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or entity that is engaged in a business that is Competitive to the business operated by NCorp or in which NCorp has currently planned to engage; (ii) recruiting or soliciting any person to leave his or her employment with the Company or NCorp; and (iii) hiring or engaging any person who is or was an employee of NCorp from Closing through and including the time of such hiring or engagement. 6. For purposes of determining whether a person or entity is engaged in a business that is Competitive to the business operated by NCorp, it is understood and agreed that NCorp is, or has plans to be, engaged, throughout the Unites States, in the business of: (i) developing, marketing, and selling reading and math-related materials for use by students in grades K-12; and (ii) developing, marketing, and selling programs that are designed to enhance the ability of teachers and school districts to teach reading to students in grades K-12. 7. Notwithstanding the foregoing, it is understood and agreed that Mr. Mr. A may own less than 5% of the stock of a publicly owned company that is engaged in a

business that is Competitive to the business operated by NCorp without violating this Agreement. Additionally, it is understood and agreed that Mr. Mr. A may continue his involvement with OBO Holdings Ltd. and BO, Inc. to the extent that those entities, and any employees or affiliates thereof, do not engage in the business of: (i) developing, marketing, or selling reading and math-related materials for use by students in grades K-12; (ii) developing, marketing, or selling any courses, products or services substantially similar to the "Reading for Understanding" and "Foundations of Reading" programs currently offered by NCorp to be used by administrators or teachers in grades K-12; and (iii) developing, marketing, or selling programs for any reading based curriculum to those customers who are currently customers of NCorpU, a division of NCorp. 8. Mr. A agrees, upon termination of the Consulting Agreement, promptly to deliver to the Company all files, books, documents, computer disks or tapes, and other property prepared on behalf of the Company or NCorp or purchased with Company or NCorp funds and to refrain from making, retaining or distributing copies thereof. 9. In the event of any breach of this NonCompete Agreement by Mr. A , the Company shall notify Mr. A of such breach in writing and Mr. A shall have 30 days thereafter to cure such breach. If such breach continues after such 30 days, the Company shall have all the remedies provided in this section. In the event of a breach of this Non-Compete Agreement, the Company and NCorp shall be entitled to recover as remedy all damages available under the Common Law and the law of the jurisdiction under whose law the matter is considered, including, without limitation, lost

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profits. Mr. A acknowledges that a breach of this Non-Compete Agreement will cause irreparable injury to both the Company and NCorp. Mr. A further acknowledges that the Company's and NCorp's remedies at law will be inadequate in case of any such breach, and that the Company and NCorp will be entitled to preliminary injunctive relief and other injunctive relief in case of any such breach, in addition to any provable damages suffered. No remedy conferred upon Company or NCorp under this NonCompete Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this NonCompete Agreement or now or hereafter existing at law or in equity or by statute. The prevailing party shall be entitled to reasonably attorneys' fees and costs incurred in any such litigation. 10. Whenever possible, each provision of this Non-Compete Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Non-Compete Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and this Non-Compete Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. If any court determines that any provision of this Non-Compete Agreement is unenforceable for any reason and therefore acts to reduce the scope or duration of such provision, as the provision, in its reduced form, shall then be enforceable. 11. Mr. A represents to the Company and NCorp that he is not currently bound by any agreements with any third parties which may restrict or hinder him from the performance of his obligations hereunder to the Company. 12. This Non-Compete Agreement does not create an obligation on the part of the Company or NCorp or any other person to maintain in force the Consulting Agreement. The Company may exercise its rights regarding termination thereunder without regard to the existence and terms of this Non-Compete Agreement. 13. This Non-Compete Agreement shall survive the termination of the Consulting Agreement regardless of the manner of such termination and shall be binding upon Mr. A 's heirs, executors and administrators. 14. This Non-Compete Agreement is assignable by the Company and NCorp and inures to the benefit of the Company, its subsidiaries, affiliated corporations and assignees. 15. This Non-Compete Agreement shall be governed by and construed in

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accordance with the laws of the State of Texas and shall be deemed to have been made in Texas. 16. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties. 17. Mr. A acknowledges and agrees that he has consulted with legal counsel of his choosing with regard to the enforceability and conformance with Texas law of each provision of this Agreement. IN WITNESS WHEREOF, Mr. A has duly executed this Agreement under seal as of the 13th day of December, 2004. /s/ Mr. A -------------------------------- ------------------------------------ Witness Signature Mr. A , for himself

/s/ Mr. A ------------------------------------ By Mr. A NCorp- ABC, Inc, being hereunto duly authorized /s/ xxx ------------------------------------ By xxx Company W Company, being hereunto duly authorized ------------------------------------ By ABC Acquisition Corp. being hereunto duly authorized Back to Top

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RESTRICTED STOCK AGREEMENT UNDER THE 2003 COMPANY W STRATEGIC PERFORMANCE PLAN NAME OF GRANTEE: [Name] SOCIAL SECURITY NO.: [SSN] NO. OF SHARES: [Shares] Shares of Common StocK GRANT DATE: [GrantDate] EARNED SHARES (FROM CONTINUOUS EMPLOYMENT): [percnet] of Shares two years from the Grant Date [percent] of Shares three years from the Grant Date VESTED SHARES: Earned Shares after meeting obligations under Non-Compete Agreement during the Restricted Period This Restricted Stock Agreement is between Company W Company, a Delaware corporation (the "Company"), and you, the Grantee named above, as an employee of the Company or one of its Subsidiaries. This Agreement is effective as of the date of grant indicated above (the "Grant Date"). The Company wishes to award to you a number of shares of the Company's Common Stock, no par value (the "Common Stock"), subject to certain restrictions as provided in this Agreement, in order to carry out the purpose of the 2003 Company W Strategic Performance Plan (the "Plan"). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows: 1. Award of Restricted Stock. ------------------------- The Company hereby grants to you, effective as of the Grant Date, an Award of Restricted Stock for that number of shares of Common Stock indicated above (the "Shares"), on the terms and conditions set forth in this Agreement

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and in accordance with the terms of the Plan. It is a condition of receiving this Award of Restricted Stock that you execute the attached Confidentiality, Non-Solicitation and Non-Competition Agreement (the "Non-Compete Agreement"). 2. Rights with Respect to the Shares. --------------------------------- With respect to the Shares, you shall be entitled effective as of the Grant Date to exercise the rights of a shareholder of Common Stock of the Company, including the right to vote the Shares and the right, subject to Section 8(b) below, to receive dividends on the Shares, unless and until the Shares are forfeited under Section 5 below. Notwithstanding the foregoing, you shall be subject to the transfer restrictions in Section 6. Your rights with respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such rights become vested under this Agreement. 3. Vesting. ------- Subject to the terms and conditions of this Agreement, Shares are eligible to be vested in the amount or amounts set forth herein if you remain continuously employed by the Company or a Subsidiary until the respective date or dates described in this Agreement. Shares that are eligible to be vested are referred to as "Earned Shares." Provided that you satisfy your obligations throughout the period of your Non-Compete Agreement (the "Restricted Period"), Earned Shares vest on the last day of the Restricted Period. Vesting or becoming vested entitles you to transfer your Shares and to retain your Shares after termination of employment with the Company and its Subsidiaries. Shares that vest under this Agreement are referred to as "Vested Shares." 4. Change in Control. ----------------- In the event of a Change in Control while you are employed hereunder, all of your Shares, to the extent then unvested, shall immediately prior to such Change in Control become Vested Shares. For purposes of this Agreement, "Change in Control" shall have the meaning set forth in Section 7.1 of the Plan. 5. Forfeiture. ---------- Your rights to Shares that become Vested Shares shall not be subject to forfeiture. Your rights to Earned Shares that are not Vested Shares shall be immediately and irrevocably forfeited, including the right to vote such Shares

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and the right to receive cash dividends on such Shares as provided in Section 8(b) of this Agreement, if you breach your obligations under the Non-Compete Agreement. The Company specifically acknowledges that your resignation from the Company and its Subsidiaries shall not result in the forfeiture of any Earned Shares under this Agreement. Your rights to Shares that are not Vested Shares or Earned Shares shall be immediately and irrevocably forfeited, upon termination of employment with the Company and its Subsidiaries; provided, however, that if your employment terminates due to death, your Earned Shares, to the extent not then vested, will immediately become Vested Shares. No transfer by will or the applicable laws of descent and distribution of any Shares which vest by reason of your death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer. "Employment" covered under this Agreement shall mean the performance of services for the Company or a Subsidiary as an employee for federal income tax purposes. You shall be deemed to have terminated employment either upon an actual termination of service with the Company and its Subsidiaries, or at the time that the Subsidiary with which you are employed ceases to be a Subsidiary under the terms of the Plan, provided that you are not employed immediately thereafter by the Company. Your employment with the Company or one of its Subsidiaries shall not be deemed to have terminated if you take any military leave, sick leave, or other bona fide leave of absence approved by the Company or the Subsidiary, as applicable, regardless of whether pay is suspended during such leave. 6. Transfer Restrictions. Notwithstanding anything to the contrary in Section 2 and 3 of this Agreement, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by you (collectively, the "Transfer Restrictions") during the period commencing on the Grant Date and terminating at the end of the Restricted Period except as otherwise provided herein under Section 4 (with respect to a Change in Control), Section 9 (with respect to the withholding of taxes) or Section 5 (with respect to death). The Committee shall have the authority, in its discretion, to accelerate the time at which any or all of the Transfer Restrictions shall lapse with respect to any Shares, or to remove any or all such restrictions, whenever the Committee may determine that such action is appropriate by reason of any changes in circumstances occurring after the commencement of the Restricted Period. 7. Issuance and Custody of Certificates.

(a) The Company shall cause the Shares to be issued in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company.

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The Shares shall be restricted from transfer during the Restricted Period and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. (b) If any certificate is issued, you shall be required to execute and deliver to the Company a stock power or stock powers relating to the Shares. (c) Upon vesting, the Company shall promptly cause your Vested Shares (less any Shares that may have been withheld to pay taxes) to be delivered to you, free of the restrictions and/or legend described in Section 7(a) hereof, either by book-entry registration or in the form of a certificate or certificates, registered in your name or in the names of your legal representatives, beneficiaries or heirs, as applicable. 8. Distributions and Adjustments. (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock. (b) Unless the Committee determines otherwise, payment of any cash dividend, additional share of Common Stock of the Company, any other securities of the Company and any other property distributed with respect to the Shares shall be deferred until such shares become Vested Shares (and shall be subject to forfeiture upon forfeiture under Section 5 above of any unvested Shares to which such deferred dividends relate). Any deferred payments under this Section 8(b) shall be held by the Company on your behalf and, to the extent practicable, shall be reinvested in Common Stock. Upon expiration of the Restricted Period, the dividends allocable to the Shares shall be paid to you (without interest). 9. Taxes.

(a) You acknowledge that you will consult with your personal tax advisor regarding the federal, state and local tax consequences of the grant of the Shares, payment of dividends on the Shares, the vesting of the Shares and any other matters related to this Agreement. You are relying solely on your advisors and not on any statements or representations of the Company or any of its agents. You understand that you are responsible for your own tax liability that may arise as a result of this grant of the Shares or any other matters

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related to this Agreement. You understand that Section 83 of the Code treats as taxable ordinary income the fair market value of the Shares as of the date the Shares vest hereunder. Alternatively, you understand that you may elect to be taxed at the time the Shares are granted rather than when the Shares vest hereunder by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the Grant Date. (b) In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all income and payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you at the minimum required withholding rate. (c) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, you may elect to satisfy any applicable tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Shares (including property attributable to the Shares described in Section 8(b) above) by: (i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company), (ii) having the Company withhold a portion of the Vested Shares having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. Your election must be made on or before the date that the amount of tax to be withheld is determined. 10. General Provisions. (a) Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available upon your request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest. (b) Integrated Agreement. This Agreement, the Non-Compete Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein and supersedes any

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prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein. (c) Enforceability of Vesting Restriction. You specifically recognize and affirm that strict compliance with terms of the covenants set forth in the Non-Compete Agreement is required in order for you to vest and receive the Shares. You agree that should all or any part or application of the Non-Compete Agreement be held or found invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between you and the Company, you nevertheless shall not vest in and receive any of the Shares if you violated any of the terms of the covenants set forth in the Non-Compete Agreement. (d) No Right to Employment. Nothing in this Agreement or the Plan shall be construed as giving you the right to be retained as an employee of the Company or a Subsidiary of the Company. In addition, the Company or a Subsidiary of the Company may at any time dismiss you from employment free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement. (e) Securities Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (f) Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof. (g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof. (h) Governing Law. The internal law, and not the law of conflicts, of the State of Delaware will govern all questions concerning the validity, construction and effect of this Agreement. (i) Notices. You should send all written notices regarding this Agreement or the Plan to the Company at the following address: Company W Company Address Attn: Senior Vice President and General Counsel (j) Benefit and Binding Effect. This Agreement shall be binding upon

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and shall inure to the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment. IN WITNESS WHEREOF, the Company has executed this Agreement in duplicate as of the day and year first above written. COMPANY W COMPANY By: ____________________________ xxxxx Its: Chief Executive Officer Please indicate your acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy of this Agreement to the Company. IF A FULLY EXECUTED COPY OF THIS AGREEMENT AND NON-COMPETE AGREEMENT HAVE NOT BEEN RECEIVED BY THE SENIOR VICE PRESIDENT AND GENERAL COUNSEL OF THE COMPANY, THE COMPANY SHALL REVOKE ALL SHARES ISSUED TO YOU, AND AVOID ALL OBLIGATIONS, UNDER THIS AGREEMENT. The undersigned hereby accepts, and agrees to, all terms and provisions of this Agreement. ____________________________________ Name

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FOR AND IN CONSIDERATION of mutual promises, covenants, and agreements made herein as of February 21, 2011 by and between ABCBANK Corporation (hereinafter, the "Company") and Mr. Q (hereinafter, the "Consultant"), the parties acknowledge and agree as follows:

WHEREAS, the Company is engaged in the business of providing comprehensive financial product lines to clients, including retail, commercial, private banking, mortgage, cash management, online banking and investment services; and

WHEREAS, the Company desires to engage the Consultant to serve the Company on an independent contractor basis as a consultant to the Company, and the Consultant desires to enter into this Consulting Agreement for that purpose.

NOW THEREFORE, in consideration for the promises set forth herein, the parties agree as follows:

1. Term . This Consulting Agreement shall be for a term of twenty-four (24) months commencing on the date of the conversion of XYZ Bank's processing system (the "Consulting Period").

2. Payments and Benefits . The Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Company or any other affiliate of the Company. The Consultant agrees to devote a minimum of 680 hours per year to consulting services for the Company, and in exchange the Company agrees to pay the Consultant a consulting fee of $125 per hour. The Consultant shall submit to the Company a monthly statement listing the hours devoted to consulting for the Company as well as an outline of projects worked. The Company shall provide the Consultant with an IRS Form 1099 reflecting amounts paid to the Consultant, and the Company agrees to be solely and entirely responsible for the payment of any and all taxes due thereon. The Consultant acknowledges that, but for the execution of this Consulting Agreement, Consultant would not be entitled to the consideration provided for under this Consulting Agreement.

The Consultant will bear the cost and expense of performing the services for Company; however , the Company will be responsible for expenses, including any direct, out-of-pocket expenses, such as Consultant travel, lodging, and meals. Aside from these expenses paid by the Company, the only compensation the Consultant will receive from Company is that which is to be provided in accordance with the paragraph above. The Consultant will be solely responsible for the payment of his taxes.

3. Confidentiality . The Consultant agrees that he shall never (even after the expiration of this Consulting Agreement) divulge or make use of any Confidential Information or trade secrets of the Company, other than on behalf of the Company and at the Company's request, either directly or indirectly, personally or on behalf of any other person, business, corporation or entity. This

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covenant is not intended to, and does not, limit in any way the rights and remedies provided to the Company under common or statutory law. For purposes of this Consulting Agreement, "Confidential Information" means information which is treated by the Company as confidential and which has not been made generally available to the public or competitors of the Company (other than by fault of the Consultant), and includes, but is not limited to, the Company's pricing and marketing strategies and characteristics, profit margins, methods of operation and sales, software systems, system integration or similar software solutions, source of supplies and parts, and customer information, such as names, contact persons, customer needs and requirement, contract renewal dates for existing and prospective customers, and any other information related to the Company's business that is treated by the Company.

4. Duties and Obligations . The Consultant agrees to serve as a consultant, on an as needed basis, for the Company. As a consultant, the Consultant agrees to devote his best efforts to promote the business of the Company, to be accessible, cooperative and available by telephone to promptly answer questions from the Company's employees, agents and consultants. The Company acknowledges that the Consultant may make reasonable efforts to secure, and may secure, other full-time and/or part-time employment during the Consulting Period, so long as such efforts and/or employment do not interfere with the Consultant's ability to provide the consulting duties set forth herein, or constitute a breach of Sections 3 or 5 or any other provision of this Agreement.

5. Non-Recruitment of Employees . During the existence of this agreement and for a period of twenty-four (24) months thereafter, the Consultant agrees that he shall not directly, or indirectly by assisting others, solicit, recruit or hire, or attempt to solicit, recruit or hire any other employee of the Company or its affiliates, or induce or attempt to induce any employee of the Company to terminate employment with the Company or to become employed by any entity or person other than the Company, if such employee or former employee has worked for the Company within the three-month period preceding the solicitation, recruitment, attempted recruitment, or hiring, and if such person became known to the Consultant as a result of the Consultant's consulting relationship with the Company.

6. Remedies . If the Consultant should breach any portion of Paragraphs 3 through 5 of this Consulting Agreement, the Company shall be entitled to cease immediately any payments and benefits to the Consultant made or committed under this Consulting Agreement, to seek an injunction enforcing such restrictions for the full duration thereof, without the need for any security or bond, and to recover from the Consultant the total amount of all payments previously made by the Company, as liquidated damages, plus attorneys' fees and all other costs and expenses incurred in enforcing this Consulting Agreement or in prosecuting any counterclaim or cross claim or appeal based hereon. This provision in no way limits the Company's right to recover any other remedies that may be available to it by law or in equity for any breach of this Consulting Agreement by the Consultant.

7. Severability . The parties agree that the covenants of this Consulting Agreement are severable. If any single clause or clauses shall be found unenforceable, the entire Consulting Agreement shall not fail but shall be construed and enforced without any severed clauses in accordance with the terms of this Consulting Agreement.

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8. Successors and Assigns . This Consulting Agreement will inure to the benefit of, and be binding, upon the Consultant and the Company, including any successor to the Company, by merger or consolidation or any other change in form or assumption by a statutory receiver or any other person or firm or corporation to which all or substantially all of the assets and business of the Company may be sold or otherwise transferred. This Consulting Agreement may not be assigned by either party hereto without the written consent of the party.

9. Notices . Any communication to a party required or permitted under this Consulting Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party or parties, as applicable:

If to the Consultant:

Mr. QAddress, USA

If to the Company:

ABCBANK Corporation

Address, USA

Attention: Mr. A, Director of Human Resources

10. Waiver . Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition. A waiver of any provision of this Consulting Agreement must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times.

11. Counterparts . This Consulting Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Consulting Agreement.

12. Headings . The headings of sections in this Consulting Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Consulting Agreement, unless otherwise stated.

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IN WITNESS WHEREOF, the Company and the Consultant have entered into this Consulting Agreement as of the day and year first above written.Company: ABCBANK CorporationBy: Name: Title: xxx President Chief Executive Officer

Consultant:Mr. Q

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