Unassociated Document


     

    


    SERVICES
      AGREEMENT

    


    Services
      Agreement made this 11th day of June, 2008 by and between Emvelco Corp. (the
      "Company"), a Delaware company with an address at 10990 Wilshire Blvd, Suite
      1220, Los Angeles, A 90024 and Mehmet Haluk Undes, an attorney with a mailing
      address at Siraselviler Caddesi 77/1 Taksim, Istanbul, Turkey (the
      "Consultant").

    


    W
      I T N E
      S S E T H:

    


    A. 
      The
      Company desires to engage the services of the Consultant for purposes of
      assisting the Company in identifying, evaluating and structuring mergers,
      consolidations, acquisitions, joint ventures and strategic alliances in
      Southeast Europe, Middle East and the Turkic Republics of Central
      Asia.

    


    B. 
      Consultant
      is desirous of performing such services on behalf of the Company and desires
      to
      be engaged and retained by the Company upon the terms and conditions provided
      for herein.

    


    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 the Consultant on an exclusive basis, and the
      Consultant accepts such retention for the following functions, services and
      duties: 

    


    


    
      	
            	1.1	
              Acquisition
                Consulting Services. 
                The Consultant agrees that during the term of this Agreement it will
                assist the Company in the identification, evaluation, structuring,
                negotiating and closing of business acquisitions, whether in the
                form of
                asset purchases, stock purchases, mergers, consolidations, joint
                ventures,
                strategic alliances or otherwise.

            


    

    
      	
            	1.2	
              New
                Business Development. 
                The Consultant agrees to use his best efforts to identify strategic
                partners who can produce and distribute the Company’s products in the
                regions stated above. The partnership forms maybe joint ventures,
                licensing and other commercial
                arrangements.

            


    

    
      	
            	1.3	
              Intentionally
                left blank.

            


    

    
      	
            	1.4	
              Legal
                Services. 
                The Consultant agrees to provide legal services as the attorney of
                the
                Company in all matters related to the activities
                above.

            


    

     

    
      
         

      

      
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    2. 
      Term. 
      The term of this Consulting Agreement shall be for a five (5) year period
      commencing on the date hereof and thereafter.

    


    3. 
      Compensation.
      

    


    3.1 
      As
      full
      consideration for the services to be provided pursuant to paragraph 1 of this
      Agreement and for the expenses to be incurred in the provision of such services,
      the Company shall issue to the Consultant 525,000 free-trading shares of its
      Common Stock, which such shares shall be issued no later than July 1,
      2008.

    


    3.2 
      The
      Company hereby acknowledges and consents that Consultant may receive additional
      fees or other compensation from one or more of the lenders, subscribers,
      customers, investors or parties to any transaction described in this Agreement
      or any sources of funding identified by Consultant, for various services which
      may include, in part, services related to this Agreement.

    


    3.3 
      The
      Company hereby acknowledges and consents that Consultant may receive additional
      fees or other compensation from one or more of the lenders, subscribers,
      customers, investors or parties to any transaction described in this Agreement
      or any sources of funding identified by Consultant, for various services which
      may include, in part, services related to this Agreement.

     

    4. 
      Expenses. 
      The
      Consultant shall be responsible for the payment for all fees and disbursements
      of the Consultant 's travel and out-of-pocket expenses incurred in connection
      with the services performed by the Consultant pursuant to this Agreement,
      including without limitation, hotels, food and associated expenses and long
      distance calls; provided, however, any expense in excess of $500 shall be
      preapproved by the Company in writing.

     

    5. 
      Consultant's
      Services to Others. 
      The
      Company acknowledges that the Consultant or its affiliates are in the business
      of providing financial advisory and investment banking consulting advice to
      others. Nothing contained in this Agreement shall be construed to limit or
      restrict the Consultant in conducting such business with others, or in rendering
      such advice to others, except to any direct competitors of the
      Company.

     

    6. 
      Representation
      and Indemnification by Company.

    


    (a) 
      The
      Company shall be deemed to make a continuing representation of the accuracy
      of
      any and all material facts, material, information, and data which it supplies
      to
      the Consultant and the Company acknowledges its awareness that the Consultant
      will rely on such continuing representation in disseminating such information
      and otherwise performing duties under this Agreement.

     

    
      
         

      

      
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    (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 against, and to hold the
      Consultant harmless from, any claims, demands, suits, loss, damages, etc.
      arising out of the Consultant's reliance upon the accuracy and continuing
      accuracy of such facts, material, information and data, unless the Consultant
      has been negligent in fulfilling his duties and obligations
      hereunder.

    


    (d) 
      The
      Company hereby agrees to indemnify the Consultant against, and to hold the
      Consultant harmless from, any claims, demands, suits, loss, damages, etc.
      arising out of the Consultant's reliance on the general availability of
      information supplied to the Consultant and the Consultant's ability to
      promulgate such information, unless the Consultant has been grossly negligent
      in
      fulfilling his duties and obligations hereunder.

    


    (e) 
      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.

     

    (f) 
      Consultant
      agrees 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.

     

    (g) 
      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. 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, 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.

     

    
      
         

      

      
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    (h) 
      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.

     

    7. 
      Representation
      and Indemnification by Consultant.

    


    (a) 
      The
      Consultant agrees to provide its services hereunder in a good and workmanlike
      manner consistent with the performance standards observed by other professionals
      undertaking such functions.

    


    (b) 
      The
      Consultant agrees that it will not release or disseminate any information
      pertaining to the Company without providing the Company with an advance copy
      thereof and obtaining authorization for such release and
      dissemination.

    


    (c) 
      The
      Consultant hereby 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. 
      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 Agreement does not establish any
      partnership, joint 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.

    


    9. 
      Termination. 
      This Agreement may not be terminated by either party prior to the expiration
      of
      the term provided in Paragraph 2 above except as follows:

    


    (a) 
      Upon
      failure of the other party to cure a material default under, or a breach of,
      this Agreement within thirty (30) days after written notice is given as to
      such
      breach by the terminating party;

    


    (b) 
      Upon
      the
      bankruptcy or liquidation of the other party, whether voluntary or
      involuntary;

     

    
      
         

      

      
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    (c) 
      Upon
      the
      other party taking the benefit of any insolvency law; and/or;

    


    (d) 
      Upon
      the
      other party having or applying for a receiver appointed for all or a substantial
      part of such party's assets or business.

    


    10. 
      Disclaimer
      by Consultant. 
      The Consultant makes no representation that (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 contract, or (c) any investor
      will
      lend money to or invest in or with the Company.

    


    11. 
      Non-Assignability. 
      The rights, obligations and benefits established by this Agreement shall not
      be
      assignable by either party hereto except with the consent of the other. This
      Agreement shall, however, be binding upon and shall inure to the benefit of
      the
      parties and their successors.

    


    12. 
      Governing
      Law. 
      The terms and provisions of this Agreement shall be governed by and construed
      under the laws of the State of California.

    


    13. 
      Notice. 
      Notice hereunder shall be in writing and shall be deemed to have been given
      (a)
      at the time when deposited for mailing in a receptacle under the control of
      the
      United States Postal Service, by registered or certified mail, prepaid, return
      receipt requested, or (b) on the business day following deposit with a reputable
      overnight courier for overnight delivery; each addressed to the respective
      party
      at the address of such party first above written or at such other address as
      such party may fix by notice given pursuant to this paragraph.

    


    14. 
      No
      Other Agreements. 
      This Agreement supersedes all prior understandings, written or orally given
      and
      constitutes the entire Agreement between the parties hereto with respect to
      the
      subject matter hereof. No waiver, modification or termination of this Agreement
      shall be valid unless in writing signed by each of the parties
      hereto.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
      and
      year first above written.

    
      	 	 	 
	 	EMVELCO
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Yossi Attia 
	 	
              
Yossi
              Attia, CEO


    

     

    
      	 	 	 
	 	MEHMET
              HALUK UNDES
	 
 	 
 	 
 
	 	By:  	/s/
              Mehmet Haluk Undes 
	 	
              

            
	 	 


    

     

     

    
      
         

      

      
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