ex106.htm


    Exhibit
10.6

     

    CONSULTANT
SERVICES AGREEMENT BETWEEN

    SOLTERRA
RENEWABLE TECHNOLOGIES, INC.

    AND

    SOUND
CAPITAL, INC.

     

    


    THIS CONSULTING SERVICES AGREEMENT
(hereafter referred to as the “Agreement”)
effective as of the 12th  day of November, 2009 by and between
SOLTERRA RENEWABLE TECHNOLOGIES, INC., a corporation organized under the laws of
the state of Delaware (hereinafter referred to as “HGUE”), and Sound Capital,
Inc. a corporation organized and existing under the laws of the state of New
York (hereafter referred to as “Consultant”).

    


    In
consideration of the promises and mutual covenants contained herein and on the


    Terms and
conditions hereinafter set forth, it is agreed as follows:

    


    
      	
              1.  

            	
              Provision of
      services-  Consultant shall provide to HGUE the following
      services:

            


    

    


    
      	
              (a)  

            	
              To
      the extent reasonably required in the conduct of the business of HGUE to
      place at

            


    

    The
disposal of HGUE its judgment and to provide business development services to


    HGUE
including, but not limited to:

    


    
      	
              (i)  

            	
              Advice
      and counsel with respect to business development and marketing
      plans;

            


    

    
      	
              (ii)  

            	
              Assistance
      in the development of public relations plans and media
      relations;

            


    

    
      	
              (iii)  

            	
              Advice
      with respect to short and long term strategic
  plans;

            


    

    
      	
              (iv)  

            	
              Other
      related services deemed necessary and requested by
  HGUE

            


    

    (Collectively,
the
“Services”);                                                     

    
      	
              (v)  

            	
              Securing
      additional financing;

            


    

    
      	
              (vi)  

            	
              Assist
      in the retention of brokerage firms for Public
  Offerings;

            


    

    
      	
              (vii)  

            	
              Private
      Placements;

            


    

    
      	
              (viii)  

            	
              Debt
      Restructuring;

            


    

    
      	
              (ix)  

            	
              Assist
      in writing research reports;

            


    

    
      	
              (x)  

            	
              Assist
      in getting additional market makers and/or brokerage firms to make markets
      in HGUE;

            


    

    
      	
              (xi)  

            	
              Assist
      in putting out and writing News
Releases;

            


    

    
      	
              (xii)  

            	
              Introductions
      to brokerage firms;

            


    

    
      	
              (xiii)  

            	
              Involve
      company in conferences that will give it increased exposure to other
      industry professionals.

            


    

    


    
      	
              (b)  

            	
              Consultant
      agrees to use its best efforts in the furnishing of the Services and for
      this

            


    

    Purpose.  Consultant
shall at all times maintain or keep available an
adequate            

    Organization
under this Agreement.

                                                                            

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                                                         

    
      
        	
                2. 

              	
                Compensation

              


      

    

         

    HGUE
agrees and shall compensate Consultant in consideration for his performance
Of the
Service by issuing 3,000,000 (three million) restricted shares of the Common
Stock of HGUE.   An additional 1,000,000 (one million) free
trading shares will be issued on or before February 12th,
2010. 

     

    
      	
              3. 

            	
              Terms and
      Agreement

            


    

     

    Agreement
and the compensation to be paid
hereunder.                           \

    Written
above and shall remain in force and effect for a period of (12) months, unless
earlier terminated by either party, for cause or convenience or other
obligations, at its or his option upon 30 (days) written notice.

       

    
      	
              4. 

            	
              Confidentiality of
      Information and Documents – 

            


    

     

    In the
event that HGUE shall submit Information
and/or documents to Consultant in order to permit him to perform the services
Required
under this Agreement, Consultant shall keep such information in the strictest
confidence
using the same degree of care that Consultant uses in safe guarding his own
confidential information both during and after completion of the Services under
this Agreement and for a period of ten (10) years after the completion of the
Services, unless it shall receive from HGUE the consent of HGUE in writing to
disclose it.  However, nothing herein shall be interpreted as
preventing Consultant from disclosing and/or using said information or documents
which (I) are already rightfully in the possession of Consultant without
obligation of confidence, but were not obtained directly or indirectly from HGUE
its affiliates; or (ii) are independently developed by Consultant not as part of
the Services rendered or called for under the terms of this Agreement; or (iii)
are or become available to the general public without breach of this Agreement;
confidence, but who did not obtain them directly or indirectly from HGUE its
affiliates; or (iv) are required to be disclosed pursuant to law or court order
, or as may be authorized by HGUE.

    


    


    
      	
              5.

            	
              Liability of
      Consultant – 

            


    

     

    In
furnishing HGUE with the Services provided herein, neither
Consultant nor any officer, director or agent thereof shall be liable to HGUE
or its
creditors for errors of judgement or for any matters, except for willful
malfeasance, bad faith or gross negligence in the performance of the Service or
the reckless disregard of its obligation and duties under the terms of this
Agreement. It is further agreed and understood that Consultant may rely upon
information furnished to it by HGUE which Consultant reasonably believes to be
accurate and reliable and that is provided herein, Consultant shall not be
accountable for any loss suffered by HGUE by the reason of HGUE action or
non-action on the basis of any device, recommendation or approval of Consultant,
its partners, officers, directors, employees or agents as provided
above.

     

    
      	
              6. 

            	
              Independent Contractor-
      

            


    

     

    Execution
of this Agreement in no way created, nor shall this Agreement
be interpreted or construed as creating, an employment agency, partnership or
joint venture relationship between HGUE and Consultant and it is understood that
Consultant will be acting as an independent
contractor.                 

                                                                                                                                                                                                                                                      

       


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    7.  Miscellaneous-                                

    


    
      	
              (a)  

            	
              OTHER
      ACTIVITIES OF CONSULTANT: HGUE recognizes that Consultant now
      renders and may continue to render management and other advisory
      services to
      other companies which may or may not have policies and conduct activities
      similar To
      those of HGUE.  Consultant shall be free to render advice and
      other services, and HGUE
      hereby consents thereto.  Consultant shall not be required to
      devote its full time And
      attention to the performance of the Services hereunder to HGUE, but shall
      only Devote
      so much of its time and attention as HGUE, Consultant mutually deems
      reasonable
      and necessary for such
Services.

            


    

    


    
      	
              (b)  

            	
              CONTROL:
      Nothing contained herein shall be deemed to require HGUE to take any
      action contrary to its Certificate of Incorporation or by-laws, or any
      applicable statute Or
      regulation, or to deprive its Board of Directors of their responsibility
      for any control Of
      the conduct of the affairs of
HGUE.

            


    

     

    
    

    
      	
              (c)  

            	
              This
      Agreement shall constitute the entire Agreement between HGUE and
      Consultant relating
      to the Services performed, and no representations, promises,
      understandings, or agreements,
      oral or otherwise, not herein contained shall be of any force of
      effect.  No modification
      or waiver of any provision of this Agreement shall be binding upon the
      heirs, executors, administrators, successors and assigns of the parties
      hereto.

            


    

    


    
      	
              (d)  

            	
              This
      agreement shall be governed by, and constructed in accordance with, the
      laws of The State of Florida.

            


    

                                                            

    
      	
              (e)  

            	
              In
      the event of any litigation between the parties to declare or reinforce
      any provision of This
      Agreement, the prevailing party shall be entitled to recover from the
      losing party, in
      addition to any other recovery and costs, reasonable attorney’s fees and
      costs incurred in such litigation, in both the trial and in the appellate
      courts.

            


    

    


    
      	
              (f)  

            	
              Consultant
      will at all times make known to all parties with whom he represents this
      investment the compensation being afforded to the Consultant under the
      terms of this agreement.

            


    

    


    
      	
               
      

            	
              IN
      WITNESS WHEREOF, the parties hereto, by their duly authorized
      representatives, have
      signed this Agreement as of the date first above
      written.

            


    

    
      	
               
      

            	
            


    

    


     

    
      
        	
                Sound
      Capital, Inc.   

                 

                 

              	 	 	Solterra
      Renewable Technologies Inc	 
	
                /s/
      Richard Chancis

              	 	 	
                /s/
      Stephen Squires

              	 
	
                RICHARD
      CHANCIS 

              	 	 	
                STEPHEN
      SQUIRES    

              	 
	
                PRESIDENT 

              	 	 	
                PRESIDENT