CONSULTING AGREEMENT
CONSULTING
AGREEMENT,
dated
as
of the ___ day of December 1, 2007, by and between CUSTOM AUTOMATED SYSTEMS,
INC., a New York corporation doing business at ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇
▇▇▇▇▇ (the “Company”), and Arctic
Corporate, Limited,
a
BVI
corporation, doing business at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇
▇▇▇▇▇▇, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the
“Consultant”).
W
I T N E S S E T H :
WHEREAS,
the
Consultant has considerable knowledge of and experience providing consulting
services regarding the legal strategies and related items (the “Business”); and
Consultant desires to serve as Consultant to the Company.
WHEREAS,
the
Company desires to obtain the benefit of Consultant's special knowledge and
experience and the Company's management has determined that it would be in
the
best interest of the Company to make use of the Consultant's knowledge and
experience and as a Lead Consultant; and
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants and agreements herein
contained the Company and the Consultant hereby agree as follows:
1.
Term. The
Company hereby engages Consultant to render the consulting services as
hereinafter set forth, and Consultant hereby agrees to render such services
for
a period commencing from December 1, 2007 and terminating on November 30, 2008
(the “Term”). Such Term may be extended for an additional year, and thereafter
year to year, by the written agreement of both parties.
2. Consulting
Services. The
Company hereby retains the Consultant, and the Consultant agrees, to render
consulting and advisory services, and to be the lead consultant and direct
all
other consultants retained by the Company, to the Company during the Term hereof
in connection with the Business, from time to time, and as the Chief Executive
Officer of the Company may reasonably request. Consultant shall not be required
to expend any minimum number of hours hereunder and the rendering of all
consulting services shall be subject in priority to Consultant's own business
interests. Consultant shall assist in the preparation, along with any
attorney(s) and/or Financial Officers and/or Independent Auditor of the Company
with the preparation of a Private Placement Memorandum for the placement of
shares of the Company to raise capital, and then in the filing of a Form 10-SB
with the SEC, arrange for an Audit of the Financials of the Company to be used
in the filling, the preparation of a Form SB-2 (in place of or in conjunction
with the Form 10-SB) to register shares of common stock of the Company, along
with the preparation of any ancillary documents needed to be filed with the
SEC
and /or other semi-governmental entities to allow the shares to trade. The
expenses of such consulting services as set forth it the aforementioned sentence
shall be borne by the Consultant up to a total of $75,000.
3. Consulting
Fees. In
consideration for (i) the availability of Consultant to render the services,
(ii) the services to be rendered by Consultant during the Term, and (iii) the
other provisions of this Agreement, the Company shall compensate Consultant
with
the issuance of shares of common stock of the Company in the amount of 1,000,000
shares of common stock of the Company to be included in the filing of any
Registration Statement with the Securities and Exchange Commission.
4. Expenses. Upon
submission of proper vouchers or other similar evidence of expenditures, the
Company shall, upon request by Consultant, reimburse Consultant for all
reasonable travel and out-of-pocket expenses incurred by Consultant in
connection with services requested and rendered hereunder. All expense items
require the prior approval of the Company.
5.
Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given when either served
personally or two (2) business days after being sent priority next day delivery
by a nationally recognized courier or three (3) business days after being mailed
by certified or registered mail, return receipt requested; if to the Company
or
to Consultant, or to such address or to such persons as either party shall
have
last designated by written notice to the other.
6. Assignability. This
Agreement shall inure to the benefit of and be binding upon the parties, their
successors and permitted assigns. Neither party may assign this Agreement or
its
rights or obligations hereunder without the prior written consent of the other
party.
7. Entire
Agreement. This
instrument constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and supercedes all prior agreements and
understandings, written or oral, among them with respect to the subject matter
hereof. This Agreement may be modified only by a written instrument signed
by
the parties.
8. Governing
Law. This
Agreement shall be governed by and construed (both as to validity and
performance) and enforced in accordance with the laws of the State of New York
without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts. This
Agreement may be executed in counterparts each of which shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date first
above written.
CUSTOM
AUTOMATED SYSTEMS, INC.
__________________________________
By:
,
President
Arctic
Corporate, Limited
___________________________________
By: ,
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