CONSULTING
AGREEMENT

     


    THIS CONSULTING Agreement (the
"Agreement") is made and entered into on the 1st day of
March, 2010 by and between B6 Sigma, Inc., a Delaware Corporation (the
"Company"), and Zephyr Equities, Inc., a California
Corporation ("Consultant").

     


    WITNESSETH:

    


    WHEREAS, the Company desires
to engage the services of Consultant, to provide the services of Valerie Vekkos
(“Vekkos”) to act as interim Secretary of the Company; and

    


    WHEREAS, Consultant desires to
provide services to the Company under the terms and conditions herein stated;
and

    


    NOW, THEREFORE, in
consideration of the mutual premises, covenants and Agreements hereinafter set
forth, the parties hereby agree as follows:

    


    1.        Term.  The Company
hereby engages the Consultant, and Consultant hereby accepts engagement
hereunder, for a term of two year (the "Term") commencing on February 22,
2010.

    


    2.        Duties.  The
Consultant will provide the Company with the Services of Valerie Vekkos to act
as the Secretary of the Company during the Term of the Agreement. As Corporate
Secretary, Ms. Vekkos shall assist and advise the Company with respect to SEC
reporting and other regulatory obligations and provide corporate secretarial and
corporate governance services as required. The Consultant and Vekkos shall
devote such time and efforts to the Company as Consultant in its sole discretion
deems necessary.

    


    3.        Compensation.  For
Consultant's services hereunder, the Company shall pay to Consultant a monthly
fee of $3,500 per month. Payment shall be made to the Consultant on the first
day of each month.

    


    4.        Expenses.  During
the Term, Consultant shall be entitled to receive reimbursement for all
reasonable business expenses incurred by Consultant in performing services
hereunder, provided that Consultant properly accounts therefor.

    


    5.        Relationship.  The
Consultant shall be an independent contractor and not an employee of the
Corporation. This Agreement shall not be construed to create between the
Corporation and Consultant the relationship of principal or agent, employer and
employee, joint venturers or co-partners.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      6.      
     Restrictions
Respecting Confidential Information, Competing Businesses,
etc.

    

    


    6.1           The
Consultant acknowledges and agrees that by virtue of the Consultant's
involvement with the business and affairs of the Company, the Consultant will
develop substantial expertise and knowledge with respect to all aspects of the
business, affairs and operations of the Company and will have access to
significant aspects of the business and operations of the Company and to
Confidential and Proprietary Information (as such term is hereinafter
defined).  The Consultant acknowledges and agrees that the Company
will be damaged if the Consultant were to breach any of the provisions of this
Section 6 or if the Consultant were to disclose or make unauthorized use of any
Confidential and Proprietary Information.  Accordingly, the Consultant
expressly acknowledges and agrees that the Consultant is voluntarily entering
into this Agreement and that the terms, provisions and conditions of this
Section 6 are fair and reasonable and necessary to adequately protect the
Company and its interests and those of its shareholders.

    


    6.2           For
purposes of this Agreement, the term "Confidential and Proprietary Information"
shall mean any and all (i) confidential or proprietary information or
material not in the public domain about or relating to the business, operations,
assets, financial condition, plans and/or prospects of the Company or its trade
secrets, including, without limitation business improvements, processes,
marketing and selling strategies; strategic business plans (whether pursued or
not); budgets; unpublished financial statements; licenses; pricing, pricing
strategy and cost data; information regarding the skills and compensation of
Employees; the identities and contact information of clients and potential
clients; intellectual property rights and strategies regarding intellectual
property including any work on any patents, trademarks or tradenames; the terms
of contractual concepts with clients and other third parties, pricing, timing,
sales terms, methods, practices, strategies, forecasts; and (ii) any other
information, documentation or material not in the public domain by virtue of any
action by or on the part of the Consultant, the knowledge of which gives or may
give the Company a competitive advantage over any entity not possessing such
information. For purposes hereof, the term Confidential and Proprietary
Information shall not include any information or material that (i) is or becomes
known to the general public other than due to a breach of this Agreement by the
Consultant, or (ii) is or was disclosed to the Consultant by a person or entity
who the Consultant did not reasonably believe was bound to a confidentiality or
similar agreement with the Company, or (iii) is currently known to the
Consultant other than by reason of disclosure to it by the Company.

    


    6.3           The
Consultant hereby covenants and agrees that, while the Consultant is engaged by
the Company and thereafter, unless otherwise authorized by the Company’s Board
of Directors in writing, the Consultant shall not, directly or indirectly, under
any circumstance:  (i) disclose to any other person or entity any
Confidential and Proprietary Information (other than in the regular course of
the Consultant's duties to the Company for the benefit of the Company), other
than pursuant to applicable law, regulation or subpoena or with the prior
written consent of the Company; (ii) act or fail to act so as to impair the
confidential or proprietary nature of any Confidential and Proprietary
Information; (iii) use any Confidential and Proprietary Information other than
for the sole and exclusive benefit of the Company; or (iv) offer or agree to, or
cause or assist in the inception or continuation of, any such disclosure,
impairment or use of any Confidential and Proprietary
Information.  Following the termination of the Consultant’s engagement
hereunder, the
Consultant shall return all documents, records and other items containing any
Confidential and Proprietary Information to the Company (regardless of the
medium in which maintained or stored), without retaining any copies, notes or
excerpts thereof, or at the request of the Company, shall destroy such
documents, records and items (any such destruction to be certified by the
Consultant to the Company in writing).  Following the termination of
the Consultant’s engagement hereunder, the Consultant shall return to the
Company any property or assets of the Company in the Consultant's
possession.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    7.        Indemnification.     The
Company shall indemnify, hold harmless and defend Consultant and Vekkos
from and against any and all claims, causes of action, damages, penalties and
costs which may result from their respective affiliation with or services
provided to or on behalf of the Company.

    


    
      8.       
General
Provisions.

    

    


    8.1           Notices.    
All notices required to be given under the terms of this Agreement shall be in
writing and shall be deemed to have been duly given only if delivered to the
addressee in person or mailed by certified mail, return receipt requested, to
the address as included in the Company's records or to any such other address as
the party to receive the notice shall advise by due notice given in accordance
with this paragraph.  Any party hereto may change its or his address
for the purpose of receiving notices, demands and other communications as herein
provided, by a written notice given in the manner aforesaid to the other party
hereto.

    


    8.2           Benefit of Agreement and
Assignment.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective executors,
administrators, successors and assigns; provided, however, that Consultant may
not assign any of its rights or duties hereunder except upon the prior written
consent of the Board of Directors of the Company.

    


    8.3           Applicable Law. This Agreement
is made in and is to be governed by and construed under the laws of the State of
Delaware.

    


    8.4           Captions.  The
captions appearing at the commencement of the sections hereof are descriptive
only and for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

    


    8.5           Severability.  In
the event that any one or more of the provisions contained in this Agreement or
in any other instrument referred to herein, shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any other such
instrument.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    8.6           Entire
Agreement.  This Agreement contains the entire Agreement of the
parties, and supersedes any and all other Agreements, either oral or in writing,
between the parties hereto with respect to the subject matter
hereof.  Each party to this Agreement acknowledges that no
representations, inducements, promises, or Agreements, oral or otherwise, have
been made by either party, or anyone acting on behalf of either party, which are
not embodies herein, and that no other Agreement, statement or promise not
contained in this Agreement shall be valid or binding.

    


    8.7           Amendments.  This
Agreement may be modified or amended only by an
Agreement in writing signed by the Company and Consultant.

    


    8.8           Waiver.  No waiver
of any provision hereof shall be valid unless made in writing and signed by the
party making the waiver.  No waiver of any provision of this Agreement
shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver.

    


    8.9 Attorneys'
Fees.  Should any party hereto institute any action or
proceeding at law or in equity, or in connection with any arbitration, to
enforce any provision of this Agreement, including an action for declaratory
relief, or for damages by reason of an alleged breach of any provision of this
Agreement, or otherwise in connection with this Agreement, or any provision
hereof, each party shall be responsible for the payment of its own respective
legal fees and costs in such action or proceeding.

    


    8.10
Representations and
Warranties.  Each party hereto represents and warrants that it
or he has the power and authority to execute and deliver this Agreement and to
perform its or his obligations hereunder.

    


    8.11
Compliance with Laws and
Policies.  Consultant agrees that it will at all times comply
strictly with all applicable laws and all current and future policies of the
Company.

    


    8.12
Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement, other
than matters pertaining to injunctive relief, including, without limitation,
temporary restraining orders, preliminary injunctions and permanent injunctions,
shall, upon the written demand of either party served upon the other party, be
submitted to arbitration.

    


    IN WITNESS WHEREOF, this Agreement is
executed on the day and year first above written.

    


    
      
        
          
            
              
                	
                        B6
      SIGMA, INC.

                      	 
      	
                        ZEPHYR
      EQUITIES, INC.

                      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      	
                        By:

                      	 	 
      
	 
      	
                        Richard
      Mah, CEO

                      	 
      	
                        Valerie,
      Vekkos,
President

                      


              

            

          

        

      

    

     

    
      
         


      

      
        4