f10k2009ex10ii_gws.htm


    Exhibit 10.2

    CONSULTING
AGREEMENT

    
      


      This
CONSULTING AGREEMENT ("Agreement") is made and entered into in duplicate and
shall be effective on May 19, 2009 (“Effective Date”), by and between GWS
Technologies, Inc., a Delaware corporation ("Corporation"), and Cota, LLC, a
Delaware Limited Liability Company (“Consultant").

       

      RECITALS

      


      
        	
                A.  

              	
                It
      is the desire of the Corporation to engage the Consultant to establish and
      oversee an Advisory Board of subject matter experts in the
      renewable/alternative energy disciplines; and further to assist the
      Corporation in obtaining financing for various joint venture projects,
      including but not limited to commercial retrofits of solar equipment and
      the development of solar farms; and further to assist the Corporation in
      the planning, building and commercial exploitation of alternative energy
      installations and facilities.

              


      

      


      
        	
                B.  

              	
                The
      Consultant has expertise in real estate development, marketing, business
      development, management and alternative energy product
      manufacturing.

              


      

      


      
        	
                C.  

              	
                It
      is therefore the desire of the Corporation to engage the services of the
      Consultant to consult with the Corporation regarding the matters specified
      herein.

              


      

      


      NOW,
THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS
HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS
FOLLOWS:

      


      1.  Term of
Agreement.  The respective duties and obligations of the
parties shall commence on the Effective Date and shall continue until and
terminate on May 19, 2011.

      


      2.  Consultations.  The
Consultant shall use his experience in real estate development, marketing ,
business development and alternative energy product manufacturing to consult
with the Board and the officers of the Corporation, at reasonable times,
concerning any issue of importance regarding the matters specified in the
Recitals above.

      


      3.    No
Management Power of Consultant.  The business affairs of the
Corporation and the operation of the business of the Corporation shall be
conducted by the officers and administrative staff and employees of the
Corporation.  The Consultant shall not have any power or obligation of
direction, management, supervision or control of the officers, administrative
staff or other employees of the Corporation or otherwise be involved with the
management of the business of the Corporation during the term of this
Agreement.

      


      
        
           

        

        
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      4.   Authority to
Contract.  The Consultant shall have no power to, and the
Consultant shall not, obligate the Corporation in any manner whatsoever to any
contract, agreement, undertaking, commitment or other obligation.

      


      5.  Compensation.
The Corporation shall grant to the Consultant stock options to purchase five
hundred thousand (500,000) shares of the Corporation’s common stock at an
exercise price of twenty-five cents ($0.25) per share, with the exercise period
as follows: (i) during the first twenty-six (26) weeks commencing on July 1,
2009, the Consultant shall be allowed to exercise five thousand (5,000) shares
per week; and (ii) after twenty-six (26) weeks, the Consultant shall be allowed
to exercise any unexercised options.  Additionally, the Corporation
shall issue and deliver to Consultant three hundred sixty-four thousand
(364,000) restricted shares of the Corporation's common stock.

      


      6.  Services of Consultant
Not Exclusive.  The Consultant shall devote such time as is
necessary to fulfill his obligations to the Corporation specified in this
Agreement. The Consultant may represent, perform services for, and be employed
by, any additional persons as the Consultant, in the Consultant's sole
discretion, determines to be necessary or appropriate; provided, however, that
such performance by Consultant does not interfere with Consultant’s performance
of services to the Corporation specified in this Agreement.

      


      7.  Relationship
Created.  The Consultant is not an employee of the Corporation
for any purpose whatsoever, but is an independent contractor.  The
Corporation is interested only in the results obtained by the Consultant. The
Consultant shall have the sole and exclusive control of the manner and means of
performing.  Accordingly, and without limitation, the Corporation
shall not have the right to require the Consultant to collect accounts,
investigate customer or shareholder complaints, attend meetings, periodically
report to the Corporation, follow prescribed itineraries, keep records of
business transacted, make adjustments, conform to particular policies of the
Corporation, or do anything else outside of requiring the Consultant to consult
with the Corporation concerning the matters specified herein. All expenses and
disbursements, including, but not limited to, those for travel and maintenance,
entertainment, office, clerical and general administrative expenses, that may be
incurred by the Consultant in connection with this Agreement shall be borne and
paid wholly and completely by the Consultant, and the Corporation shall not be
in any way responsible or liable therefor.

      


      8. New Developments.  Consultant
agrees that all designs, plans, reports, specifications, drawings, inventions,
processes, and other information or items produced by Consultant concerning the
business of the Corporation shall be assigned to the Corporation as the sole and
exclusive property of the Corporation and the Corporation's assigns, nominees
and successors. On request and at the Corporation's expense, Consultant agrees
to help the Corporation obtain patents and copyrights for any new
developments.  This includes providing data, plans, specifications,
descriptions, documentation, and other information, as well as assisting the
Corporation in completing any required application or registration.

       

       

      
        
           

        

        
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      9. Non-Disclosure of Proprietary and
Confidential Information By Consultant.  During the term of
this Agreement, Consultant may have access to Corporation Proprietary
Information (as used in this Agreement, the term "Corporation Proprietary
Information" shall mean and include, without limitation, any and all building
plans, architectural renderings, engineering drawings, zoning information,
communications with city and county building departments, marketing and sales
data, plans and strategies, financial projections, client lists, prospective
client lists, promotional ideas, data concerning the Corporation’s services,
designs, methods, inventions, improvements, discoveries, designs whether or not
patentable, "know-how", training and sales techniques, and any other information
of a similar nature disclosed to Consultant or otherwise made known to
Consultant as a consequence of or through this Agreement during the term hereof.
The term Corporation Proprietary Information shall not include any information
that (i) at the time of the disclosure or thereafter is or becomes generally
available to and known by the public, other than as a result of a disclosure by
Consultant or any agent or representative of Consultant in violation of this
Agreement, or (ii) was available to Consultant on a non-confidential basis from
a source other than the Corporation, or any of the Corporation's officers,
directors, employees, agents or other representatives) or other information and
data of a secret and proprietary nature which the Corporation desires to keep
confidential. Consultant (and any of his affiliates, related entities, partners,
agents and/or employees) agrees and acknowledges that the Corporation has
exclusive proprietary rights to all Corporation Proprietary Information, and
Consultant hereby assigns to the Corporation all rights that he might otherwise
possess in any Corporation Proprietary Information.  Except as
required in the performance of Consultant's duties to the Corporation,
Consultant will not at any time during or after the term hereof, directly or
indirectly use, communicate, disclose, disseminate, lecture upon, publish
articles or otherwise put in the public domain, any Corporation Proprietary
Information.  Consultant agrees to deliver to the Corporation any and
all copies of Corporation Proprietary Information in the possession or control
of Consultant upon the expiration or termination of this Agreement, or at any
other time upon request by the Corporation.  The provisions of this
section shall survive the termination of this Agreement.

      


      10. Non-Competition and
Non-Circumvention by Consultant.  In consideration and
recognition of the fact that Consultant has access to Corporation Proprietary
Information under the terms and provisions of this Agreement and that the
Corporation will be introducing Consultant to various partners, joint venturers,
financiers, investors, contractors, subcontractors, developers, realtors,
architects, engineers, customers and potential customers, product manufacturers,
and retailers and distributors, Consultant represents, warrants and covenants to
the Corporation as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Consultant
      shall at no time disclose to any person, without the Corporation's prior
      written consent, any of the terms, conditions or provisions specified in
      this Agreement unless such disclosure is lawfully required by any federal
      governmental agency or is otherwise required to be disclosed by law or is
      necessary in any legal proceeding regarding the subject matter of this
      Agreement.

              


      

       

       

      
        
           

        

        
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                (b)

              	
                During
      the term of this Agreement, Consultant shall not circumvent the
      Corporation for the purpose of transacting any business with any person or
      entity which business shall interfere with any relationship whatsoever
      between such person or entity and the Corporation, or use any Corporation
      Proprietary Information to compete with the business of the
      Corporation.  Consultant shall not solicit any of the
      Corporation's employees, independent contractors or agents for
      employment.  Consultant shall not hire or engage in any way, any
      enterprise or person that competes with, or is engaged in a business
      substantially similar to, the business of the
  Corporation.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Consultant
      shall not for a period of two (2) years immediately following the
      termination of this Agreement with Corporation, either directly or
      indirectly (i) make known to any person, firm or corporation the names or
      addresses of any of the Corporation's clients or any other information
      pertaining to them or the Corporation's products or services; (ii) call
      on, solicit, or take away, or attempt to call on, solicit or take away any
      of the Corporation's clients either on Consultant's behalf or that of
      another person, firm or
corporation.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Consultant
      shall not, during the term hereof or for a period of two (2) years
      following such term, enter into an agreement or contract directly with any
      developer, contractor, manufacturer, retailer or distributor introduced to
      Consultant by the Corporation for any services provided by the Corporation
      herein or for any similar services.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Consultant
      acknowledges and agrees that the representations, warranties and covenants
      made by Consultant and set forth in this section are material and that the
      Corporation would not enter into this Agreement without Consultant's
      making such representations, warranties and covenants to the
      Corporation.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Consultant
      acknowledges and agrees that any breach by Consultant of the
      representations, warranties and covenants contained herein will cause
      irreparable harm and loss to the Corporation, which harm and loss cannot
      be reasonably or adequately compensated in damages in an action at
      law.  Therefore, Consultant expressly agrees that, in addition
      to any other rights or remedies which the Corporation may possess, the
      Corporation shall be entitled to injunctive and other equitable relief to
      prevent or remedy a breach of the representations, warranties and
      covenants made by Consultant
herein.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                The
      terms and provisions of this section shall survive the termination of this
      Agreement for a period of two (2)
years.

              


      

       

       

      
        
           

        

        
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      11.  Indemnification.  Each party shall defend and
hold the other party harmless from and against, and shall indemnify the other
party for, any loss, liability, damage, judgment, penalty or expense (including
administrative costs and expenses, attorney’s fees and costs of defense)
suffered or incurred by any person, or to any property, in relation to any
action or inaction taken by such party, whether intentional, negligent
or otherwise, or by any of such party's affiliates, directors, officers,
employees, representatives or agents (including attorneys, accountants and
financial advisors).

      


      12.  Governmental Rules and
Regulations.  The provisions of this Agreement are subject to
any and all present and future statutes, orders, rules and regulations of any
duly constituted authority having jurisdiction of the relationship and
transactions defined by this Agreement.

      


      13.  Notices.  All
notices, requests, demands or other communications pursuant to this Agreement
shall be in writing or by facsimile transmission and shall be deemed to have
been duly given (i) on the date of service, if delivered in person or by
facsimile transmission (with the facsimile confirmation of transmission receipt
serving as confirmation of service); or (ii) 48 hours after mailing by first
class, registered or certified mail, postage prepaid, and properly addressed as
follows:

      


      If to the
Corporation:               GWS
Technologies, Inc.

      15455 N.
Greenway-Hayden Loop #C4

      Scottsdale,
AZ 85260

      


      If to the
Consultant:                  Cota,
LLC

      P.O. Box 669

      Hermosa Beach,
CA  90254

      


      or at
such other address as the party affected may designate in a written notice to
such other party in compliance with this paragraph.

      


      14.  Entire
Agreement.  This Agreement constitutes the final, complete, and
exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior oral and written, and all contemporaneous oral
negotiations, agreements, and understandings. This Agreement may be amended only
by an instrument in writing that expressly refers to this Agreement and
specifically states that such instrument is intended to amend this Agreement and
is signed on behalf of both parties.

      


      15.  Execution in
Counterparts.  This Agreement many be executed in several
counterparts and by facsimile, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

      


      
        
           

        

        
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      16.  Choice of Law and
Consent to Jurisdiction.  All questions concerning the
validity, interpretation or performance of any of the terms, conditions and
provisions of this Agreement or of any of the rights or obligations of the
parties, shall be governed by, and resolved in accordance with, the laws of the
State of Arizona.  Any and all actions or proceedings, at law or in
equity, to enforce or interpret the provisions of this Agreement shall be
litigated in courts having situs within the State of Arizona.

      


      17.  Assignability.  Neither
party shall sell, assign, transfer, convey or encumber this Agreement or any
right or interest in this Agreement or pursuant to this Agreement, or suffer or
permit any such sale, assignment, transfer or encumbrance to occur by operation
of law without the prior written consent of the other party.

      


      18. Consent to
Agreement.  By executing this Agreement, each party, for
himself, represents such party has read or caused to be read this Agreement in
all particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this
Agreement.

      


      19.  Severability. 
To the extent any provision of this Agreement shall be determined to be unlawful
or otherwise unenforceable, in whole or in part, such determination shall not
affect the validity of the remainder of this Agreement, and this Agreement shall
be reformed to the extent necessary to carry out its provisions to the greatest
extent possible.  In the absence of such reformation, such part of
such provision shall be considered deleted from this Agreement and the remainder
of such provision and of this Agreement shall be unaffected and shall continue
in full force and effect.  In furtherance and not in limitation of the
foregoing, should the duration or geographical extent of, or business activities
covered by any provision of this Agreement be in excess of that which is valid
and enforceable under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may validly and
enforceable. To the extent any provision of this Agreement shall be declared
invalid or unenforceable for any reason by any Governmental or Regulatory
Authority in any jurisdiction, this Agreement (or provision thereof) shall
remain valid and enforceable in each other jurisdiction where it
applies.  Both parties acknowledges the uncertainty of the law in this
respect and expressly stipulate that this Agreement shall be given the
construction that renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable
law.

      


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      IN
WITNESS WHEREOF the parties have executed this Agreement in duplicate and in
multiple counterparts, each of which shall have the force and effect of an
original, on the date specified in the preamble of this Agreement.

      


       

      
        
          	
                  CORPORATION:

                	 
      	
                  CONSULTANT:

                
	 
      	 
      	 
      
	
                  GWS
      Technologies, Inc.,

                	 
      	
                  Cota,
      LLC

                
	
                  a
      Delaware corporation

                	 
      	
                  a
      Delaware Limited Liability Company

                
	 
      	 
      	 
      
	
                  By:      /s/ Richard Reincke                                                          

                	 
      	
                  By:          /s/ Christopher Cota      

                
	
                       Richard
      Reincke

                	 
      	
                         Christopher
      Cota

                
	
                  Its:       President/CEO

                	 
      	
                  Its:           Managing
      Member

                


        

      

       

       

       

       

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