Exhibit 10.3


 


Consulting Agreement


 


This
Consulting Agreement (the "Agreement") is made and entered into, dated as of February 10, 2017
(the “Agreement Date”), and effective on the date specified in Section 10.2, below (the "Effective
Date"), by and between EnerJex Resources, Inc., a Nevada corporation
(the "Company"), and Douglas Wright, an individual ("Consultant"), with reference
to the following facts:


 


Recitals:


 


A.       The
Company is an oil and gas producer and shares of its common stock are listed for trading on the NYSE MKT.


 


B.       Consultant
has served as the Chief Financial Officer of the Company and as of the Effective Date of this Agreement, is resigning from employment
[and as Chief Financial Officer] in order to begin to pursue other commercial opportunities.


 


C.       The
Company and Consultant have agreed to execute this Agreement in order to memorialize the terms and conditions on which Consultant
shall resign as an employee and provide financial and accounting services to the Company as an independent contractor.


 


Agreements:


 


Now,
Therefore, the parties hereto, intending to be legally bound, do hereby agree as follows:


 


1.       Performance
of Services


 


1.1       Engagement.
The Company hereby engages Consultant on the terms and conditions set forth in this Agreement to perform in connection with the
Company's Business the services described in Appendix
1 hereto (collectively, the "Services").


 


(a)       Limited
Officer Responsibility. Solely for purposes of enabling Consultant to execute the officer certification for the
Company’s annual report on Form 10-K for the year ended December 31, 2016, Consultant shall continue to serve as Chief Financial
Officer of the Company through the date on which the Company files such Form 10-K. In his capacity as Chief Financial Officer,
Consultant’s sole responsibility and duty shall be to supervise the preparation and filing, and sign the “Chief Financial
Officer certification thereon. For the avoidance of doubt, all other duties and responsibilities customarily delegated to the chief
financial officer under Nevada law and the resolutions and practices of the Company with respect to periods commencing on and after
the Effective Date of this Agreement shall be delegated to and discharged by the Company’s chief executive officer or other
designee of the Board of Directors.


 


(b)       Business
Time. The parties agree that in accordance with Appendix
1 hereto, Consultant shall devote to the performance of Services pursuant to this Agreement (i) substantially all
of his business time through March 31, 2017, and (ii) thereafter as much of his business time as needed for the performance of
his duties for the Company under this Agreement.


 


(c)       Location.
Consultant shall perform the Services primarily from the Company's principal executive offices in San Antonio, Texas, and, with
the permission of the Company from time to time, from Consultant's own offices.


 






     


     


    

 


(d)       Reporting.
Consultant shall report to the Company's chief executive officer and to members of the Board of Directors or their designees.


 


1.2       Acceptance.
Consultant hereby accepts the engagement by the Company pursuant to Section 1.1, above, and agrees to perform the Services
in a competent, efficient, trustworthy, and businesslike manner.


 


2.       Compensation.
The Company shall compensate Consultant for Consultant's Services pursuant to this Agreement as follows:


 


2.1       Consulting
Fees. The Company shall pay to Consultant consulting fees at the rate per month specified in Appendix
1 hereto, payable in bi-monthly (i.e., twice monthly) installments in advance on the first (1st) day
and on the sixteenth (16th) day of each calendar month during the term hereof. If any portion of the term of this Agreement
commences or ends on a day other than the first or last day of any calendar month, then the consulting fees payable from the first
or last day of the term hereof until the next succeeding 1st or 16th day of the calendar month (whichever
occurs first) shall be pro rated based upon the number of days in such short period.


 


2.2       Reimbursement
of Expenses. The Company shall reimburse Consultant for authorized expenses paid or incurred by Consultant directly
in connection with performing the Services, including a reimbursement of up to $3,000 for expenses including, without limitation,
legal expenses incurred by Consultant in connection with negotiating and entering into this Agreement, provided that such
expenses are reasonable in amount and are supported by itemized accountings and expense receipts submitted to the Company prior
to any reimbursement therefor.


 


2.3       Amounts
Owed for Prior Service. The Company shall also immediately reimburse
Consultant for the amount of $21,000.00, which Consultant paid for health care coverage under the Company’s policies of coverage,
which amounts per the terms of Consultant’s employment agreement were to have been paid by the Company. The Company shall
also immediately pay Consultant for any previously accrued and unused vacation time accumulated during Consultant’s prior
employment with the Company in the agreed amount of $15,000.00 consistent with the Company’s employment practices and Consultant’s
prior employment agreement with the Company.


 


3.       Confidential
Information


 


3.1       No
Improper Use of Third-Party Confidential Information. Consultant acknowledges that the Company does not desire to obtain
improperly any proprietary or confidential information owned by any company or other person with whom Consultant now has or heretofore
has had a consulting engagement or employment relationship, and therefore agrees that (a) Consultant shall not bring to the Company
or share with any employee or other representative of the Company any written, electronic, or other materials containing any confidential
information belonging to any such current or former employer or other person, and (b) Consultant shall not provide any such information
in any other form to the Company (or any representative of the Company) in violation of any agreements or any other obligations
that Consultant may owe to any other persons.


 


3.2       Nondisclosure
and Trade Secret Policy. Consultant agrees, as a condition of Consultant's engagement hereunder, to abide by the terms
of the Company's Proprietary Information and Inventions Policy.


 






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4.       Nondisclosure
and Non-Circumvention Agreement; Non-Competition; Non-Solicitation.


 


4.1       Nondisclosure
and Non-Circumvention Agreement. Consultant acknowledges that he and the
Company previously executed (i) an Employment Agreement and (ii) a Nondisclosure and Non-Circumvention Agreement but agrees that
this Agreement shall supersede and replace all prior and contemporaneous agreements and understandings to the extent the same relate
to the matters addressed in this Section 4, including the previously executed Employment Agreement and Nondisclosure and
Non-Circumvention Agreement.


 


4.2       Non-Competition.
Subject to Section 4.4, below, Consultant acknowledges that the nature of the Company's business is such that if Consultant
were to become employed by, or substantially involved in, the business of a competitor of the Company during the period of one
(1) year following the Agreement Date, then it would be difficult for Consultant not to rely on or use the Company's trade secrets
and confidential information in connection with that employment.


 


(a)       Thus,
to avoid the inevitable disclosure of the Company's trade secrets and confidential information, Consultant acknowledges and agrees
that his right to receive the Separation and Consulting Consideration shall be conditioned upon Consultant not directly or indirectly
engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director
or otherwise), or having any ownership interest in or participating in the financing, operation, management or control of, any
person, firm, corporation or business that directly competes with Company or is a customer of the Company and has operations located
within a radius of five (5) miles from any property that is leased, owned, or operated by the Company as of the Agreement Date.
If Consultant engages, invests, or otherwise participates in any competitive activity described in this Section 4.2, then
the Company shall (i) not have any obligation to provide any further Separation and Consulting Consideration that has not been
provided as of the date on which the Company discovers such activity, and (ii) be entitled to recover or rescind the delivery of
any portion of the Separation and Consulting Consideration previously provided by the Company. This remedy shall be in addition
to all other remedies the Company may have for any such breach.


 


(b)       Notwithstanding
the foregoing, Consultant shall not be deemed to be in violation of the foregoing restriction solely by reason of Consultant's
owning not more than one percent (1.0%) of the equity securities of any corporation or other business enterprise, the equity securities
of which are listed for trading on a national securities exchange.


 


4.3       Non-Solicitation.
Subject to Section 4.4, below, until the date that is one (1) year after the Agreement Date, Consultant agrees and
acknowledges that Consultant's right to receive the Separation and Consulting Consideration shall be conditioned upon Consultant
not either directly or indirectly soliciting, attempting to hire, recruiting, encouraging, taking away, hiring any employee of
the Company or inducing or otherwise causing an employee to leave his or her employment with the Company (regardless of whether
to commence employment with Consultant or with any other entity or person). If Consultant engages in any such activity, then the
Company shall (a) not have any obligation to provide any further Separation and Consulting Consideration that has not been provided
as of the date on which the Company discovers such activity, and (b) be entitled to recover or rescind the delivery of any portion
of the Separation and Consulting Consideration previously provided by the Company. This remedy shall be in addition to all other
remedies the Company may have for any such breach.


 






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4.4       Exception.


 


(a)       Notwithstanding
anything in this Section 4 to the contrary, (i) Consultant shall be permitted to work and (ii) shall not be deemed to be
in violation of his covenants under the foregoing provisions of Section 4 by reason of working as an employee of or consultant
to (including in the circumstances where some portion of the compensation for such employment or consulting activity is paid in
any working interest, performance incentive bonus or other form of equity compensation) any entity that acquires any portion of
the Company's current assets located in Colorado and Texas (an “Excluded Entity”) following such Excluded Entity
or Excluded Entities’ purchase of such assets.


 


(b)       Notwithstanding
anything in this Section 4 to the contrary, an Excluded Entity shall not be deemed in violation of this Section 4
if the Excluded Entity or Consultant, as a representative of Excluded Entity, directly or indirectly solicits, recruits or ultimately
employs any employee of the Company.


 


5.       Indemnification.
The Consultant will be entitled to the continued right to indemnification, (i) in accordance with the terms of the Indemnification
Agreement between the Company and the Consultant dated May 10, 2013 (the “Indemnification Agreement”), (ii)
any and all rights to indemnification under the Articles of Incorporation and Bylaws of the Company and (iii) governing statutory
and common law. The Company agrees and acknowledges that the foregoing rights are vested contract rights of the Consultant and
may not be changed in a manner adverse to the Consultant. After the Effective Date, the Consultant’s right to indemnification
and advancement of fees from the Company will continue in accordance with the Indemnification Agreement with respect to all current
matters and will be applicable with respect to any and all continuing and/or future investigations or matters that may arise on
or after the Effective Date that concern the Consultant’s activities while an employee, consultant or director of the Company.
From and after the Effective Date of this Agreement, the Company will (a) maintain in force at all times directors’ and officers’
liability insurance for the Employee in an amount and scope at least as favorable as the coverage presently applicable to directors
and officers of the Company, and (b) prior to the expiration of the term of any such policy, will procure, pay for, and have in
full force and effect either (i) an extended term for such policy, or (ii) a successor or replacement policy of directors’
and officers’ liability insurance, or (iii) a six (6) year tail coverage policy in respect of the Company’s current
directors’ and officers’ liability insurance policy.


 


6.       Release
of Claims


 


6.1       Representations
and Covenants


 


(a)       No
Injuries. Consultant hereby represents and warrants to the Company that, as of the Effective Date, Consultant is not
suffering from any physical or mental injury incurred through work performed in the course and scope of his employment with the
Company.


 


(b)       Ownership
of Claims. Consultant hereby represents and warrants to the Company that Consultant is the sole owner of, and has not
assigned to any other person any rights with respect to, any of the claims that Consultant is waiving under Section 6.2(a),
below.


 


(c)       No
Suits, Etc. Consultant hereby (i) represents and warrants to the Company that Consultant has not filed any complaints,
charges or lawsuits against the Company or any of its affiliates or any of their respective officers, directors, shareholders,
or other agents, or with any governmental agency or in any court based upon Consultant's employment with the Company, or the termination
of such employment, or the prior ownership of the stock of the Company; and (ii) covenants and agrees that he will not file any
such complaints, charges, or lawsuits at any time hereafter.


 






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6.2       Release
and Waiver. Except for "Excluded Claims" (as defined below):


 


(a)       Release
by Consultant. Consultant hereby releases and discharges the Company and
its affiliates, and their respective shareholders, officers, directors, Consultants, insurance carriers, other agents, vendors,
consultants, successors and assigns (all such parties collectively are hereinafter referred to as the "Company Released
Parties"), of and from any and all claims, costs, damages, expenses, liabilities, obligations and causes of action, whether
known or unknown, of every type and kind whatsoever, which Consultant has or may hereafter learn of against any or all of the Company
Released Parties, arising from or relating in any way to his employment with the Company or the termination of such employment,
including but not limited to claims based upon or relating to: (a) any express or implied employment contract (including but
not limited to all Consultant compensation and benefit plans); (b) wrongful discharge; (c) claims of discrimination under Title VII
of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and
the Texas Labor Code, including Chapter 21 of the Texas Labor Code, which prohibit discrimination based on race, color, age, ancestry,
national origin, sex, religion, mental or physical disabilities, or marital status; (d) any other federal, state or local laws
or regulations prohibiting employment discrimination; or (e) claims for additional wages, compensation, retirement benefits or
other entitlements or benefits.


 


(b)       Release
by the Company. The Company hereby releases and discharges Consultant
of and from any and all claims, costs, damages, expenses, liabilities, obligations and causes of action, whether known or unknown,
of every type and kind whatsoever, which the Company has or may hereafter learn of against Consultant, arising from or relating
in any way to Consultant's prior employment with the Company or the termination of such employment.


 


6.3       Excluded
Claims. For purposes of this Agreement, the term "Excluded Claims" means any claim arising from (a)
a breach by a party of any of his or its obligations, representations, covenants, or other agreements under this Agreement, (b)
claims under any written stock option agreement between Consultant and the Company, (c) claims for benefits under any qualified
retirement plan sponsored by the Company and in which Consultant participates, (d) any right that Consultant may have to elect
"COBRA" continuation coverage under any group health plan sponsored by the Company, (e) any right that Consultant may
have to demand indemnification under the Articles of Incorporation or Bylaws of the Company or any written Indemnification Agreement
between the Company and Consultant, or applicable law, or (f) fraud.


 


7.       Term


 


7.1       Term.
Subject to termination pursuant to Section 7.2, below, (a) the initial term of this Agreement shall be for a period of ninety
(90) days commencing on the Effective Date (the “Initial Term”), and (b) thereafter, the term of this
Agreement shall be on a month-to-month basis.


 


7.2       Termination
of Agreement


 


(a)       Termination
by Consultant. From and after the expiration of the Initial Term, Consultant may elect to terminate this Agreement at
any time by delivering to the Company written notice of termination at least thirty (30) days prior to the proposed effective date
of such termination. It is further agreed that Consultant may terminate this Agreement immediately if (a) the Company fails to
timely make the payments required by Section 2 hereof, or (b) the Company terminates its consulting arrangement with Robert Watson
effective any time prior to the filing of the Form 10-K for the year ended December 31, 2016.


 


(b)       Termination
by Company. The Company shall be entitled to terminate this Agreement either (i) for Cause, effective upon delivery
of written notice of termination, or (ii) from and after the expiration of the without Cause, upon delivery of at least thirty
(30) days' advance written notice, or (iii) if Consultant is an individual, by reason of Consultant’s Disability.


 






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(c)       Death
of Consultant. If Consultant is an individual, then this Agreement shall terminate automatically upon Consultant's
death.


 


(d)       Definitions.
For purposes of this Agreement, the term:


 


(i)       "Cause"
shall mean (i) Consultant’s failing to perform the duties and obligations imposed upon Consultant hereunder and failing
to cure such breach within seven (7) days following delivery to Consultant of written notice specifying the failures to perform;
(ii) Consultant’s engaging in either grossly negligent conduct or willful misconduct in connection with the performance
of the Services; (iii) the conviction of Consultant for any crime which constitutes a felony (other than a vehicular violation
not involving theft or fraud) in the jurisdiction in which committed and which involves an act of theft or fraud, or the entry
by Consultant of a plea of guilty or nolo contendre to such a felony in any such jurisdiction; (iv) any violation by Consultant
of any fiduciary duty to the Company which has the effect of unlawfully converting for Consultant’s own benefit any material
property or prospect of the Company; or (v) repeated consumption of alcohol or drugs in a manner that materially impairs Consultant’s
abilities to perform Consultant's duties under this Agreement.


 


(ii)       "Disability"
shall mean a medical or physical condition which, in the opinion of a licensed medical doctor reasonably acceptable to the
Company and the Consultant or the Consultant’s representative, renders Consultant incapable for a period of at least two
(2) consecutive months of performing the Services under this Agreement.


 


7.3       Effect
of Termination. Upon the expiration or termination of this Agreement in accordance with its terms, (a) the Company shall
continue to be obligated to pay Consultant for all consulting fees accrued under Section 2.1, above, with respect to the
period ending on the Effective Date of termination, (b) the Company shall be obligated to reimburse Consultant for all expenses
paid or incurred prior to termination and for which Consultant is entitled to be reimbursed pursuant to Section 2.2, above,
(c) Consultant shall continue to be bound by the terms and conditions of the Nondisclosure and Assignment of Inventions Agreement
Policy described in Section 3.2, above, and (d) Consultant shall deliver to the Company all notes (whether in tangible or
electronic form), memoranda, and other written or otherwise recorded materials which Consultant may possess that relate to the
Company's Business or embody any partially completed or fully completed work product pertaining to Consultant's performance of
Services for the Company.


 


8.       Independent
Contractor


 


8.1       Status.
Consultant acknowledges that in performing Services pursuant to this Agreement, Consultant (a) shall be an independent contractor
and not an employee of the Company, (b) shall not be entitled to participate in any fringe benefit programs established by the
Company for the benefit of its employees, and (c) shall be solely responsible for paying prior to delinquency, and shall indemnify,
defend, and hold the Company free and harmless from and against, all income taxes, self-employment taxes, and other taxes
(including any interest and penalties with respect thereto) imposed on the fees and expense reimbursements paid by the Company
to Consultant pursuant to this Agreement.


 


8.2       Limitation
on Authority. Consultant (a) shall not be an agent of the Company and shall have no authority to bind the Company
or incur any liabilities in the name of the Company, except with the prior written consent of the Company (which consent may be
withheld in the absolute discretion of the Company), and (b) shall indemnify, defend, and hold the Company free and harmless from
and against all claims, costs, damages, and expenses arising from or related to a breach by Consultant of the limitation set forth
in the preceding clause "(a)."


 






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9.       Miscellaneous


 


9.1       Notices.
All notices permitted or required by this Agreement shall be in writing, and shall be deemed to have been delivered and received
(a) when personally delivered, (b) on the third (3rd) business day after the date on which deposited in the
United States mail, postage prepaid, certified or registered mail, return receipt requested, (c) on the date on which transmitted
by facsimile or other electronic means producing a tangible receipt evidencing a successful transmission , or (d) on the next
business day after the day on which deposited with a regulated public carrier (e.g., Federal Express), freight prepaid,
addressed to the party for whom intended at the address or facsimile number set forth on the signature page of this Agreement,
or such other address, notice of which has been delivered in a manner permitted by this Section 9.1.


 


9.2       Further
Assurances. Each party agrees, upon the request of the other party, to
make, execute, and deliver such additional documents, and to take such additional actions, as may be reasonably necessary to effectuate
the purposes of this Agreement.


 


9.3       Severability.
If any provision of this Agreement is for any reason found to be ineffective, unenforceable, or illegal by any court having jurisdiction,
such condition shall not affect the validity or enforceability of any of the remaining portions hereof, unless it deprives any
party hereto of any material right or license held by such party under this Agreement. The parties shall negotiate in good faith
to replace any such ineffective, unenforceable or illegal provisions as soon as is practicable, and the substituted provision shall,
as closely as possible, have the same economic effect as the eliminated provision.


 


9.4       Entire
Agreement; Amendments. This Agreement (a) contains the entire agreement
and understanding between the parties and supersedes all prior and contemporaneous agreements and understandings, whether oral or
written, concerning Consultant's engagement with the Company, and (b) shall not be modified or amended, except by a written
instrument executed after the Effective Date hereof by the party sought to be charged with such amendment or modification.


 


9.5       Governing
Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with applicable provisions
of the laws of the State of Texas (without regard to application of its conflict-of-law principles), and each party hereby consents
to the jurisdiction of the courts of the State of Texas for purposes of all actions commenced to construe or enforce this Agreement.


 


9.6       Waiver.
No waiver of any term, provision or condition of this Agreement, the breach or default thereof, by conduct or otherwise, in one
or more instances shall be deemed to be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The failure of any party hereto to enforce at any time any provision of this Agreement
shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part
hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement
shall be held to constitute a waiver of any other or subsequent breach.


 






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9.7       Construction.
This Agreement is the result of negotiations between the parties and neither of the parties entering into this Agreement has
acted under any duress or compulsion, whether legal, economic or otherwise. The parties hereby waive the application of any rule
of law that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared
this Agreement or any earlier draft of the same. In this Agreement, the word "Person" includes any individual,
company, trust or other legal entity of any kind, and the word "include(s)" means "include(s), without limitation,"
and the word "including" means "including, but not limited to." Unless the context of this Agreement
otherwise clearly requires, references to the plural include the singular and the singular the plural. Unless otherwise expressly
indicated herein, the words "hereof," "hereunder," and similar terms in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement. All references to "Section"
herein shall refer to the sections and paragraphs of this Agreement unless specifically stated otherwise. The section and other
headings, if any, contained in this Agreement are inserted for convenience of reference only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation of this Agreement.


 


9.8       Counterparts;
Electronic Signatures.
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 instrument, binding on each signatory thereto. A copy of this Agreement that is executed
by a party and transmitted by that party to the other party by facsimile or as an attachment (e.g., in ".tif"
or ".pdf" format) to an email shall be binding upon the signatory to the same extent as a copy hereof containing that
party's original signature.


 


10.       EFFECTIVE
DATE


 


10.1       Review
and Revocation. Consultant acknowledges and agrees that:


 


(a)       Review.
This Agreement was first presented to him by the Company on January 20, 2017, and Consultant has been provided a period of twenty-one
(21) days to review and consider this Agreement before signing it. Consultant understands that he may use as much of such 21-day
period as he wishes prior to signing, and to the extent Consultant has elected to execute this Agreement prior to the expiration
of such 21-day period, Consultant has done so at his own initiative.


 


(b)       Revocation.
Consultant may revoke this Agreement within seven (7) days after signing it by delivering a written notice of revocation to the
Company within seven (7) days after Consultant signs this Agreement. If Consultant so revokes this Agreement within that period
of time, then no party shall have any further rights or obligations under this Agreement (and, thereby, the Company shall not have
any obligation to provide the Separation and Consulting Consideration).


 


10.2       Effective
Date. The "Effective Date" of this Agreement shall be the first day as of which Consultant's seven-day
revocation period described in Section 10.1(b), above, expires without Consultant having delivered to the Company a written
notice of revocation of this Agreement.


 


 


[Signatures appear on the following page.]


 




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In
Witness Whereof, the parties hereto have executed this Agreement, effective as of the date set forth above.


 





	"Company:"	 	"Consultant:"	 
	 	 	 	 
	EnerJex
Resources, Inc., a Nevada corporation


	 	 	 
	 	 	 	 
	 	 	 	 	 
	By    	 	 	 	 
	Name & title:	 	
        Douglas M. Wright
	 
	 	 	 	 	 
	 	 	 	 	 
	Date


	 	
        Date
	 
	 	 	 	 	 
	 	 	 	 	 
	Address, Facsimile No. and Email for Notices


 


EnerJex Resources, Inc.


Attn: Chief Executive Officer


4040 Broadway, Ste. 508


San Antonio, TX 78209


 


Facsimile No.: (210) 451-5546


Email: lgschott@hotmail.com 


 


	 	
        Address and Email for Notices:

         

        626 Sentry Hill

        San Antonio, TX 78260

         

        Email: dwright@enerjexresources.com
	 




 




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Appendix
1


 


To


 


Consulting
Agreement


 


Description
of Terms of Consulting Engagement


 


 


1.       Services
(Section 1.1). Consultant
shall deliver the following Services to the Company pursuant to this Agreement: Subject to the authority of the Company's Chief
Executive Officer, (i) assisting the Company’s officers in the development and implementation of efficient accounting policies
and procedures, (ii) assisting the Company's officers in overseeing and managing the daily accounting and financial functions of
the Company in a manner that allows the Company to efficiently execute its business plan, (iii) assisting the Company's officers
in supervising the Company's relationship with and the work performed by the Company's external auditors; (iv) identifying and
recommending the hiring, subject to approval by the Company’s Chief Executive Officer, of appropriate personnel to assist
Consultant and the Company's other officers in discharging their responsibilities, (v) assisting the Company's officers in (A)
preparing Securities and Exchange Commission (SEC) filings related to financial reporting, including quarterly reports, annual
reports and proxies, and (B) ensuring that the Company is in compliance with SEC regulations related to financial disclosure and
Company reporting, provided, however, that Consultant’s involvement in any such filings shall be limited as described in
Section 1.1(a), and (vi) providing transition support in order to enable the Company to change operating responsibility
and signatories for the Company’s bank accounts and payroll services and other vendor relationships.


 


2.       Rate
Per Period for Consulting Fees (Section 2.1): $18,000.00 per month, payable in bi-monthly (i.e., twice
monthly) installments of $9,000 each on the 1st day and the 16th day of each calendar month.


 


3.       Description
of Time Commitment (described parties' agreement regarding the approximate time commitment that Consultant is making
to the delivery of Services hereunder (e.g., approximate hours per month)): full-time through March 31, 2017, and thereafter
on a substantially full-time basis, provided that Consultant may accept and perform services for other Persons so long as
those services do not materially interfere with Consultant's ability to perform his services hereunder.


 


 


	
         

        Company's Initials
	
         

        Consultant's Initials



 


 


 


Appendix
1