INNOPUMP,
      INC. WITH RICHARD HARRITON

    


    CONSULTING
      AGREEMENT

    


    
      	
              DATE:

            	
              April
                22, 2005

            
	 	 
	
              COMPANY:

            	
              Innopump,
                Inc

              305
                Madison Avenue

              Suite
                4510

              New
                York, NY 10165

            
	 	 
	
              CONSULTANT:

            	
              Park
                Avenue Consulting, LLC. f/s/o Richard Harriton

              Suite
                4510

              60
                East 42nd
                Street

              New
                York, NY 10165

            


    

    


    RECITALS

    


    A.
      The
      Company is engaged in the business of manufacturing and selling certain licensed
      and patented products.

    


    B.
      Consultant has considerable experience and ability in Company's
      business.

    


    C.
      The
      Company desires to retain Consultant as an independent contractor to assist
      it
      from time-to-time in furtherance of its business and Consultant is willing
      to
      provide such services to the Company on the terms herein contained.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants herein
      contained, the parties hereto agree as follows:


     

    TERMS
      AND CONDITIONS

    


    1.
      DEFINITIONS:

    


    1.1.  "Confidential
      Information":
      Is
      defined in Paragraph 8 herein. 

    


    1.2.  "Year
      One":
      Shall
      mean the first year of the term of this Agreement commencing April 22, 2005
      and
      ending April 21, 2006.

    


    1.3.  "Year
      Two":
      Shall
      mean the first year of the term of this Agreement commencing April 22, 2006
      and
      ending April 21, 2007.

     

    
      
        
        

      

      
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    1.4.  "Year
      Three":
      Shall
      mean the first year of the term of this Agreement commencing April 22, 2007
      and
      ending April 21, 2008.

    


    1.5.  "Year
      Four":
      Shall
      mean the first year of the term of this Agreement commencing April 22, 2008
      and
      ending April 21, 2009.

    


    1.6.  "Year
      Five":
      Shall
      mean the first year of the term of this Agreement commencing April 22, 2009
      and
      ending April 21, 2010.

    


    1.7.  "Effective
      Date":
      January
      1, 2002.

    


    1.8.  "Year
      One Consulting Fee":
      Sixty-Five Thousand ($65,000) Dollars payable as stated in subparagraph
      5.1.

    


    1.9.  "Year
      Two Consulting Fee":
      Fifty
      Thousand ($50,000) Dollars payable as stated in subparagraph 5.2.

    


    1.10.  "Year
      Three (Four and Five) Consulting Fee":
      Fifty
      Thousand ($50,000) Dollars payable according to the conditions stated in
      subparagraph 5.3 herein.

     

    2.
      ENGAGEMENT:
      Company
      hereby engages Consultant (f/s/o Richard Harriton) as an independent contractor
      to render the services described herein to Company and Consultant accepts the
      engagement subject to the terms contained herein.

     

    3.
      TERM:
      The
      "Term" of this Agreement shall begin on the Effective Date and shall continue
      until April 21, 2010.

     

    4.
      SERVICES:

    


    4.1. 
      Consultant shall perform the services specified in this Paragraph 4 subject
      to
      the terms of this Agreement and such other rules and policies as Company may
      from time to time direct, so long as same do not increase the obligations of
      Consultant hereunder.

    


    4.2. 
      Consultant shall use his expertise to assist Company in structuring, operating
      and growing its business.

     

    4.3. 
      Consultant shall advise Company on Company's business when requested by Company,
      subject to his availability.

     

    
      
        
        

      

      
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      4.3.1. 
        Company
        acknowledges the unique skills of Consultant and the significant demands
        on his
        time required by other business interests that may or may not be of a
        competitive nature with Company. Notwithstanding such limitations, Company
        believes the value of the relationship is important to the development of
        Company’s interests.



    4.3.2. 
      In
      no
      event shall Consultant's failure to render services be deemed a breach of
      Consultant's obligations hereunder.


    


    5.
      CONSULTANT'S
      COMPENSATION:
      In full
      consideration for all services to be rendered by Consultant to Company, Company
      agrees to pay and Consultant agrees to accept the following, subject to the
      terms of this Agreement. All payments shall be made on the due dates by Check
      payable to order of Consultant, or if requested by Consultant by wire transfer
      to Consultant's account.

    


    5.1.  Year
      One Consulting Fee:
      Company
      shall pay to Consultant the Year One Consulting Fee, $15,000 upon execution
      hereof and the balance in four equal quarterly installments on or before June
      30, September 30, December 31, and March 30 of Year One.

    


    5.2.  Year
      Two Consulting Fee:
      Company
      shall pay to Consultant the Year Two Consulting Fee, in four equal quarterly
      installments on or before June 30, September 30, December 31, and March 30
      of
      Year Two.

    


    5.3.  Year
      Three (Four and Five) Consulting Fee:
      Company
      shall pay to Consultant the Year Three Consulting Fee, in four equal quarterly
      installments on or before June 30, September 30, December 31, and March 30
      of
      Year Three (Four and Five, respectively).

    


    5.4.  Expenses:
      Consultant shall bear all of its expenses including but not limited to
      unemployment, disability or health insurance payments and social security,
      income tax or other withholdings, deductions or payments which may be required
      by Federal, State or Local law with respect to any sums paid to Consultant
      hereunder.

    


    5.5.  No
      Additional Participation:
      Consultant acknowledges and agrees that this Consulting Agreement shall not
      give
      or extend to Consultant any rights with respect to Company's payments to
      officers, directors and employees, including contributions by Company to any
      deferred compensation plan, bonus plans or fringe benefits not otherwise
      specified in this Agreement as payable to Consultant.

    


    6.
      DEATH
      OR DISABILITY BENEFIT; LIFE INSURANCE:

    


    6.1. 
      If
      Consultant (i.e. Richard Harriton) dies or is incapacitated during the term
      of
      this Agreement the compensation provided for herein shall nevertheless be due
      and payable to Consultant or his estate, in accordance with the payment schedule
      for such amount fixed in Paragraph 5 above.

     

    
      
        
        

      

      
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    6.2. 
      Company
      shall have the right, during the Term hereof, to secure a life insurance policy
      (or sequential yearly policies) upon Consultant to protect its
      interest.

    


    6.2.1. 
      Payment
      for such policy shall be the sole responsibility of the Company.

    


    6.2.2. 
      Consultant
      shall cooperate fully with Company in forwarding the application for such
      policy. Failure of Consultant to so cooperate shall be deemed an Event of
      Default under this Agreement.

    


    7.
      NONCOMPETE
      CLAUSE:
      Nothing
      herein shall be deemed to prevent or restrict Consultant from continuing to
      pursue his own independent activities whether or not same may be deemed
      competitive with the services provided to or by Company.


    


    8.
      CONFIDENTIAL
      INFORMATION:

    


    8.1. 
      Except
      with the prior written consent of Company in each instance or as may be
      necessary to allow Consultant to perform his services to Company, Consultant
      shall not disclose, use, publish or in any other manner reveal, directly or
      indirectly, at any time during or after his employment by Company, any
      Confidential Information. The obligation of Consultant under this Paragraph
      will
      survive the termination of engagement by Company.

    


    8.1.1. 
      Consultant hereby agrees to disclose promptly to Company all Confidential
      Information obtained or created by Consultant during his employment by Company,
      which, upon its creation, shall be the sole property of Company.

    


    8.2. 
      "Confidential Information" as used herein means, without limitation as it shall
      cover all such material as standardly defined, all information relating
      to:

    


    8.2.1. 
      the names and business operations, personnel, activities, marketing, advertising
      and financial affairs of and other non-public information relating to clients,
      former clients and prospective clients of Company; and

    


    8.2.2. 
      all
      operations, systems, services, personnel, financial affairs, advertising and
      promotion strategies, techniques, case histories and marketing plans developed
      or used by Company in the course of its business.

     

    9.
      ASSIGNMENT:

    


    9.1. 
      The
      Company shall not voluntarily or by operation of law assign or otherwise
      transfer the obligations incurred on its part pursuant to the terms of this
      Agreement without the prior written consent of Consultant. Any attempted
      assignment or transfer of its obligation without such consent shall be wholly
      void. No assignment or transfer, even with the consent of Consultant, shall
      relieve the Company of its obligations incurred pursuant to the terms of this
      Agreement.

     

    
      
        
        

      

      
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    9.2. 
      The
      nature of Consultant's services hereunder are personal in nature and Consultant
      shall not, without Company's prior written consent, assign or transfer any
      of
      his obligations hereunder.

    


    9.3. 
      Subject
      to the foregoing this Agreement shall inure to the benefit to each of the
      parties, successors, transferees or assigns and shall be binding upon each
      of
      the parties, successors, transferees or assigns.

     

    10.
      DEFAULTS
      BY COMPANY:

    


    10.1. 
      The
      occurrence of any one or more of the following events shall constitute a
      material default and breach of this Agreement by the Company:

    


    10.1.1. 
      Any
      failure by the Company to make the payments due pursuant to Paragraph 5 herein,
      if such failure continues for fifteen (15) days after receipt by the Company
      from Consultant or Consultant's authorized representative of written notice
      thereof.

    


    10.1.2. 
      The
      making by the Company or any guarantor of the Company's obligations hereunder
      of
      any general assignment for the benefit of creditors; the filing by or against
      them of a petition to have them adjudged a bankrupt or a petition for
      reorganization or arrangement under any law relating to bankruptcy (unless,
      in
      the case of a petition filed against them, the same is dismissed within sixty
      (60) days);

    


    10.1.3. 
      The appointment of a trustee or receiver to take possession of substantially
      all
      of the Company's assets if such possession is not restored to the Company within
      thirty (30) days; or the attachment, execution or other judicial seizure of
      substantially all of the Company's assets if such seizure is not discharged
      within thirty (30) days thereafter.

    


    10.2. 
      In the
      event of a default by the Company as described in this Paragraph 10, then in
      addition to any other remedies available to Consultant at law or in equity,
      Consultant shall have the immediate option to declare the entire balance of
      Consulting Fees to be made by Company pursuant to Paragraph 5 hereof immediately
      due and payable, in which event interest shall accrue on such balance from
      and
      after the due date at the rate of seven (7%) percent per annum. If any payment
      due the Consultant hereunder is not made, and if the matter is referred to
      an
      attorney for collection, the Company agrees to pay all costs of collection
      including, without limitation, reasonable attorneys' fees.

     

    
      
        
        

      

      
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    11.
      Counsel.
      The
      Parties acknowledge that they have been represented by and have relied on
      counsel of their own choosing in the negotiations and the preparation of this
      Agreement and that they read this Agreement, have had its contents fully
      explained to them by such counsel and are fully aware of and understand all
      of
      its terms and legal consequences. It is acknowledged that the Parties, through
      their respective counsel, mutually participated in the preparation of this
      Agreement, and it is agreed that no provision of this Agreement will be
      construed against any of the Parties by virtue of the activities of that party
      or their respective attorneys.

    


    12.
      Integration.
      This
      Agreement constitutes a single integrated written agreement expressing the
      entire agreement and understanding between the Parties concerning the subject
      matter hereof and supersedes and replaces all prior negotiations or proposed
      agreements, written or oral.

    


    13.
      Express
      & Implied Promises.
      The
      Parties acknowledge that no other party, or any agent or attorney of any other
      party, has made any promise, representation or warranty whatsoever, express
      or
      implied, not contained herein concerning the subject matter hereof, to induce
      them to execute this Agreement, and acknowledge that they have not executed
      this
      instrument in reliance on any such promise, representation or warranty not
      contained herein, and further acknowledge that there are no other agreements
      or
      understandings between the Parties relating to this Agreement that are not
      contained herein.

    


    14.
      Non-Disclosure.
      No
      Party to this Agreement or any person acting for or on their behalf, including
      their respective attorneys, shall directly or indirectly reveal to any third
      party any of the terms or conditions of this Agreement, or any fact or evidence
      connected hereto, or release any publicity or make any public statement with
      respect thereto, except as may be required by law and or disclosure obligations
      arising from the issuance of financing documentation or the exercise of due
      diligence rights in connection therewith.

    


    15.
      Additional
      Documents.
      The
      Parties agree that they will execute, or cause to be executed, such other
      documents as may be necessary to carry out the purposes of this Agreement.
      It is
      understood that should it develop that there are any mistakes in this Agreement
      which would cause the release and discharge of any party to be defective or
      less
      than complete, or if this Agreement is declared unenforceable by a court or
      arbitrator, then the Parties will execute any and all other documents and do
      any
      and all things necessary to effect full, final and complete release of all
      claims or all possible claims in accordance with the provisions set forth in
      this Agreement.

    


    16.
      Arbitration.

    


    16.1.  American
      Arbitration Association
      - Any
      dispute arising out of, in connection with, or in relation to this agreement
      or
      the making of validity thereof or its interpretation or any breach thereof
      shall
      be determined and settled by arbitration in New York City by a sole arbitrator
      pursuant to the rules and regulations then obtaining of the American Arbitration
      Association and any award rendered therein shall be final and conclusive upon
      the parties, and a judgment thereon may be entered in the highest court of
      the
      forum, state or federal, having jurisdiction. The service of any notice,
      process, motion or other document in connection with an arbitration award under
      this agreement or for the enforcement of an arbitration award hereunder may
      be
      effectuated by either personal service or by certified or registered mail to
      the
      respective addresses provided herein.

     

    
      
        
        

      

      
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    16.2.  Submission
      to Jurisdiction
      - By
      execution and delivery of this Agreement, the parties each respectively accept,
      for itself and its property, generally and unconditionally, the jurisdiction
      of
      the aforesaid Arbitration Tribunal, Courts and any related Appellate Court,
      irrevocably agrees to be bound by any judgment rendered thereby and in
      connection with this Agreement, and irrevocably waive any objection either
      party
      may now or hereafter have as to the venue of any such action or proceeding.
      Each
      party consents to the service of process in the Arbitration or out of any of
      the
      aforementioned Courts by mailing copies thereof by certified mail, postage
      prepaid, such service to become effective three (3) business days after such
      mailing. Nothing herein shall effect either party's right to service of process
      in any other manner prescribed by law. Any judicial proceeding by either party
      against the other involving, directly or indirectly, any matter, in any way
      arising out of, related or connected with this Agreement shall be brought only
      in a Court located in the City of New York.

    


    17.
      Notices.

    


    17.1. 
      Any
      notice to be given hereunder shall be sent by registered or certified mail,
      return receipt requested, or telecopy to a facsimile number provided by the
      respective party with a copy sent by regular mail, or by delivering the same
      personally to the parties at the addresses first set forth herein. Any party
      may
      designate a different address by notice so given. Copies of all notices shall
      be
      sent to the parties as hereto named above and, in addition:

    


    Copies
      of
      all notices shall be sent to:

    


    Beckman,
      Lieberman & Barandes, LLP

    116
      John
      Street, Suite 1313

    New
      York,
      New York 10038

    Attn:
      Robert Barandes, Esq.

    


    
      
        
        

      

      
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    17.2. 
      Any
      notice mailed or personally delivered as aforesaid shall be deemed to have
      been
      given on the date of receipt; telecopies shall be deemed received on the
      business day after being sent by telecopy.

    


    18.
      Waiver.
      This
      Agreement may be waived, discharged or modified only by an instrument in writing
      signed by the party against whom enforcement of any such waiver, discharge
      or
      modification is sought.

    


    19.
      Modification.
      This
      Agreement cannot be modified, altered, amended or otherwise changed except
      by an
      agreement in writing signed by the parties hereto.

    


    19.1.
      Severability:
      The
      provisions of this Agreement are severable. To the extent any provision, portion
      or extent of this Agreement is determined to be invalid, illegal or otherwise
      unenforceable, then that provision, portion or extent will be limited if
      possible and only thereafter severed if necessary. Any such limitation or
      severing shall only be to the extent necessary to render the Agreement valid
      and
      enforceable. The remaining provisions, portions and extent of the Agreement
      will
      be enforced to give effect to the intention of the parties insofar as
      possible.

    


    20.
      Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be considered
      an
      original and all of which together will constitute one and the same instrument.
      Copies delivered by facsimile shall be binding.

    


    21.
      New
      York Law.
      This
      Agreement shall be governed by and construed in accordance with the substantive
      law of the State of New York without regard to choice of law
      principles.

     

    IN
      WITNESS HEREOF, the parties have signed this agreement as of the day and year
      first set forth above.

    
      	 	 	 
	Innopump, Inc.	 	Park Avenue Consultants,
              LLC
	 	 	 
	By	 	By
	
              
                

              

            	 	
              
                
 

            


    

     

    
      
        
        

      

      
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