Exhibit
10.2

      


      CONSULTING AGREEMENT, dated
the 22nd day of
October, 2009, by and between Xiom Corp, a Delaware corporation having executive
offices at 78 Lamar Street, West Babylon, New York  11704 (the
“Company”), and James W. Zimbler, doing business at 330 Innovation Blvd, Suite
330, State College, PA  16801 (the “Consultant”).

      


      WITNESSETH:

      


      WHEREAS,
the Consultant has considerable knowledge of and experience providing consulting
services regarding the identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances and business acquisitions as well
as product development (the “Business”); and

       

      WHEREAS,
the Company desires to obtain the benefit of Consultant's special knowledge and
experience regarding the identification, evaluation, structuring, negotiating
and closing of joint ventures, strategic alliances and business acquisitions as
well as product development; and

       

      WHEREAS,
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

       

      WHEREAS,
Consultant desires to serve as consultant to the Company;

       

      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 the date hereof and terminating on April 1, 2010 (the
“Term”).

       

      2.
Consulting Services. The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services 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.

       

      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 pay a
fee of a total of 150,000 shares of common stock of the Company, to be included
on a Registration Statement on Form S-8.  It is expressly represented
and warranted that none of the shares are being issued for services in
connection with this Agreement are for any offer or sale of securities in a
capital raising or to directly or indirectly maintain a market for the
securities of the Company.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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, then at the respective address first above written, 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.

       

      
        
          	
                  Xiom
      Corp.

                
	 
      
	
                  /s/
      Andrew B. Mazzone

                
	
                      

                
	
                  By:    Andrew
      B. Mazzone, President

                
	 
      
	
                  /s/
      James W. Zimbler

                
	
                      

                
	
                  James
      W. Zimbler