Unassociated Document


     

    CONSULTING
AGREEMENT, dated as of June 10, 2008 with Sunovia Energy Technologies, Inc. (the
"Company") and Pacific Coast Capital Advisors, Inc. a California corporation
with executive offices located at 528 La Pradera lane Escondido CA 92026 (the
"Consultant").

     

    WITNESSETH:

    


             WHEREAS,
the Company, through its affiliates and principals, has extensive experience in
its areas of expertise, including, without limitation, solar research &
development, engineering, and sales & marketing; and

    


             WHEREAS,
the Consultant has expertise in in corporate development and strategic planning;
and

    


             WHEREAS,
the Company desires to retain the services of the Consultant to render strategic
advice; and

    


             WHEREAS,
the Consultant wishes to render such services to the Company upon the terms,
conditions and covenants set forth in this Agreement.

    


             NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, and subject to the conditions contained herein, the parties hereto hereby
agree as follows:

    


    I. Terms
of Service.

    


             Section
1.01 Term; Termination. The term (the "Term") of this Agreement shall be 3
months, commencing on the date hereof.  In the event of any earlier
termination of this Agreement, the parties hereto agree that the Consultant
shall be entitled to the amounts due pro rata through the date of
termination.  Either party may terminate this Agreement at
anytime.

    


             Section
1.02 Consulting Fee.  The Consultant shall receive Two thousand five
hundred dollars ($2,500) and 15,000 shares of restricted common stock per
month.

     

    II.   Miscellaneous.

    


             Section
2.01 No Violation of Other Agreements.  Each of the
parties

    hereto
represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any
other  agreement to which it is a party or by which it is
bound.

    


             Section
2.02 Independent Contractor; Limitation of Liability.

    


                      (a)
The Consultant is an independent contractor to the Company, and nothing herein
shall be deemed to constitute the Consultant or its agents as an employee or
agent of the Company.  Neither party shall be deemed to an employer,
employee, agent, partner or joint venturer of the other. No party has authority
to enter into agreements on behalf of any other party or to bind any other party
in any way.   The Consultant is an accredited investor as that
term is defined under Regulation D of the Securities Act of 1933, as
amended.

     

    
      
         

      

      
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                      (b)
The Company acknowledges that it remains solely responsible
for the conduct and operation of its business and that the Consultant
makes no representation or warranty and assumes no liability with respect to the
outcome or result of any particular course of action or operation of the
Company's business.

    


             Section
2.03 Notices.  Any notice provided under this Agreement shall be in
writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).

    


             Section
2.04 Assignment.  None of the parties may assign its interest in this
Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.

    


             Section
2.05 Severability.  The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.

    


             Section
2.06 Counterparts; Governing Law.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida, without giving effect to conflict of laws.

    


             Section  2.07
Headings.  The article and section headings in this

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

    


             Section
2.08 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 and the same instrument.

     

           
Section 2.09 Confidential
Information.

     

    (a) Consultant
recognizes and acknowledges that during the course of performing the Services it
will acquire information regarding the Company and the Company’s business
methods, technology, products, plans and clients and other information which is
not publicly known and which the Company regards as proprietary to it and
includes any confidential proprietary information (“Confidential
Information”).  Without limiting the generality of the foregoing,
Confidential Information includes all proprietary know-how, use and applications
know-how, technical information, product formulae and formulations and other
trade secrets relating to the Company’s products and proposed products, any
information or other information contained in any patent application, regardless
of whether a patent is ever issued with respect to such application, results of
studies and surveys, in any stage of development, including, without limitation,
modifications, enhancements, designs, concepts, techniques, methods, ideas, flow
charts and all other information relating to the Company’s
products.

     

    
      
         

      

      
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    (b) Consultant
agree that it will not, at any time, whether during or after the Term, disclose
to any person or use, directly or indirectly, for Consultant’s own benefit or
the benefit of others, or aid or assist others in using any Confidential
Information, or permit any person to examine or make copies of any document
which may contain or is derived from Confidential Information, whether prepared
by Consultant or otherwise coming into Consultant’s possession or
control.

     

    (c) In the
event that Consultant is, pursuant to, or required by, applicable law,
regulation or legal process, to disclose any of the Confidential Information,
Consultant will notify the Company promptly so that the Company may, at its
cost, seek a protective order or other appropriate remedy or, its sole
discretion, waive compliance with the terms of this Section
2.09.  Consultant shall not disclose any Confidential Information
until the court has made a ruling.  In the event that no such
protective order or other remedy is obtained, or in the event that the
disclosing party waives compliance with the terms of this Section 2.09,
Consultant will furnish only that portion of the Confidential Information which
it is advised by counsel is legally required and will exercise all reasonable
efforts to obtain reliable assurance that confidential treatment will be
accorded the Confidential Information.

     

    (d)  Consultant
shall, upon termination of Consultant’s engagement with the Company, or earlier
at the request of the Company, turn over to the Company all documents, papers,
computer disks or other material in Consultant’s possession or under
Consultant’s control which may contain or be derived from Confidential
Information, together with all documents, notes or other work products which are
connected with or derived from the Services.  To the extent that any
Confidential Information is on Consultant’s hard drive or other storage media,
he shall, upon the request of the Company, cause such information to be erased
from his computer disks and all other storage media.

     

    Section 2.10 Non-Circumvention

    


    During
the term of this Agreement and for a period of one (1) year after the
termination of this Agreement, the Company shall not, directly or indirectly,
without the prior written approval of the Consultant, enter into any type of
agreement or transaction with any funding source introduced to the Company by
the Consultant, for or on its own behalf or on behalf of any corporation,
individual, partnership, other entity or other person.

    


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

     

    
      
        	 	Sunovia
      Energy Technologies, Inc.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Carl
      L. Smith III	 
	 	 	CEO	 
	 	 	 	 


      

    

    
 

    
      
        	 	Pacific
      Coast Capital Advisors, Inc.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Eric
      Horton	 
	 	 	President	 
	 	 	 	 


      

    

     

     

     

     

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