CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement (the “Agreement’) is dated as of May 8, 2008 (the
“Effective Date”) by and between Applied Wellness Corporation (the “Company”),
      and Igor Litovsky (“Consultant”).

     

    RECITALS:

     

    WHEREAS,
      the
      Company desires to engage the services of the Consultant for the purpose of
      performing consulting services on behalf of the Company, and the Consultant
      agrees to perform such services, subject to the terms and conditions contained
      herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Consultant hereby agree as follows:

     

    1.
       Services.
      Company
      hereby engages and Consultant agrees to serve the Company as an independent
      contractor providing business development, financial consulting, strategic
      planning, and other valuable services to the Company. Notwithstanding anything
      to the contrary in this Agreement, the parties agree that such services shall
      not include services related to capital-raising transactions or the direct
      or
      indirect maintenance or promotion of a market for the Company’s securities. At
      all times the method of performing the specific duties designated by the Company
      or otherwise required or permitted hereunder shall be within the control of
      the
      Consultant. Consultant acknowledges and agrees that he shall be an independent
      contractor and shall not be an “employee” of the Company for any purpose.
      Consultant acknowledges that he shall provide his on welfare benefits and that
      the Company shall not provide any welfare benefits to Consultant. Consultant
      shall be solely responsible for the payment of all foreign, federal, state
      and
      local sales taxes, use taxes, value added tax, withholding taxes, income tax,
      unemployment and workers’ compensation insurance premiums, and similar taxes and
      charges of any kind with respect to his compensation and the services provided
      under this Agreement.

     

    2.  Term
      and Termination.
      The
      term of this Agreement shall begin on the Effective Date and terminate one
      year
      after the Effective Date; provided, however, that this Agreement may be
      terminated at any time by either party upon thirty days’ written notice to the
      other party.

     

    3.
       Compensation.
      In
      consideration of the services to be rendered by the Consultant during the term
      hereof, the Company shall issue to Consultant, 100,000 restricted
      shares
      of the Company’s common stock, as soon as practicable following the Effective
      Date and 100,000 shares of the Company’s unrestricted
      common
      stock as soon as practicable, which the Company expects to be around June 23,
      2008.

     

    4.
       Certain
      Federal Securities Law Matters.
      Consultant acknowledges that he is aware that the federal securities laws
      prohibit any person who has received from an issuer material, non-public
      information concerning the issuer from purchasing or selling securities of
      such
      issuer or from communicating such information to any other person hider
      circumstances in which it is reasonably foreseeable that such person is likely
      to purchase or sell such securities. Consultant acknowledges receipt of and
      agrees to abide by the Company’s insider trading policy.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    5.  Nondisclosure
      of Proprietary Information.
      Consultant acknowledges that he has received or may receive information relating
      to the Company’s and any of its affiliates’ assets, operations, clients, and
      past, present, and future businesses, including without limitation developments,
      technical data, intellectual property, specifications, designs, ideas, product
      plans, research and development, personal information, financial information,
      customer lists, business methods and operations, strategic plans. marketing
      plans and pricing information, all of which are proprietary to the Company
      and
      involve trade secrets, know-how, techniques, and combinations of known
      information of a character regarded by the Company as confidential, as well
      as
      other information that the Company has indicated to be confidential or which,
      by
      the nature of the information or the circumstances of its disclosure, Consultant
      ought reasonably to consider confidential (all of the foregoing, collectively,
      the “Proprietary Information”). The Proprietary Information does not include
      information which (i) at the time it is disclosed by the Consultant was already
      in the public domain; (ii) is subsequently published or publicly disclosed
      by
      persons other than Consultant through no fault of Consultant; (iii) is
      subsequently acquired by Consultant from a third party having no obligation
      of
      confidentiality toward the Company with respect to such information; or (iv)
      is
      known to Consultant at the time of disclosure, provided that Consultant shall
      have the burden of establishing such prior knowledge by competent written proof.
      If Consultant is compelled by law to disclose Confidential Information, he
      shall
      use his best efforts to give the Company ten (10) days prior written notice
      of
      compelled disclosure and shall limit such disclosure to the extent legally
      possible.

     

    Consultant
      agrees that Consultant will not disclose, either during the term of this
      Agreement or at any time after termination of this Agreement, any Proprietary
      Information to any person or entity, except in the course of Consultant’s duties
      on behalf of the Company or with the Company’s consent, and that, similarly,
      without the Company’s consent, will not use such information for the benefit of
      any person or entity other than the Company at any time. Consultant agrees
      that
      upon termination of this Agreement, Consultant will deposit with or return
      to
      the Company all copies (in any media, including, without limitation, electronic
      storage media) of documents, records, notebooks or any other information or
      documentation of the Company’s Proprietary Information, and all derivatives
      thereof, whether the Proprietary Information or documentation was developed
      or
      prepared by Consultant or by others. Consultant acknowledges that this covenant
      of nondisclosure is an integral term of this Agreement and is given in
      consideration of the engagement of Consultant and the other consideration
      granted in this Agreement.

     

    6.
       Company’s
      Representations.
      Company
      represents and warrants that it is free to enter into this Agreement and to
      perform each of its terms and covenants. Company represents and warrants that
      it
      is not restricted or prohibited, contractually or otherwise, from entering
      into
      and performing this Agreement and that its execution and performance of this
      Agreement is not a violation or breach of any other agreements between Company
      and any other person or entity. The Company represents and warrants that this
      Agreement is a legal, valid and binding agreement of the Company, enforceable
      in
      accordance with its terms.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    7.  Consultant
      Representations.
      Consultant represents and warrants that he is free to enter into this Agreement
      and to perform each of its terms and covenants. Consultant represents and
      warrants that he is not restricted or prohibited, contractually or otherwise,
      from entering into and performing this Agreement, and that his execution and
      performance of this Agreement is not a violation or breach of any other
      agreement between Consultant and any other person or entity. The Consultant
      represents and warrants that this Agreement is a legal, valid and binding
      agreement of the Consultant, enforceable in accordance with its
      terms.

     

    8. 
      Multiple Counterparts.
      This
      Agreement may be executed in counterparts, each of which for all purposes is
      to
      be deemed an original, and all of which constitute, collectively, one
      agreement.

     

    9.  Severability
      and Savings Clause.
      If any
      one or more of the provisions contained in this Agreement is for any reason
      (i)
      objected to, contested or challenged by any court, government authority, agency,
      department, commission or instrumentality of the United States or any state
      or
      political subdivision thereof, or any securities industry self-regulatory
      organization (collectively, “Governmental Authority”), or (ii) held to be
      invalid, illegal or unenforceable in any respect, the parties hereto agree
      to
      negotiate in good faith to modify such objected to, contested, challenged,
      invalid, illegal or unenforceable provision. It is the intention of the parties
      that there shall be substituted for such objected to, contested, challenged,
      invalid, illegal or unenforceable provision a provision as similar to such
      provision as may be possible and yet be acceptable to any objecting Governmental
      Authority and be valid, legal and enforceable. Further, should any provisions
      of
      this Agreement ever be reformed or rewritten by a judicial body, those
      provisions as rewritten will be binding, but only in that jurisdiction, on
      Consultant and the Company as if contained in the original Agreement. The
      invalidity, illegality or unenforceability of any one or more provisions hereof
      will not affect the validity and enforceability of any other provisions
      hereof.

     

    10.  Successors;
      Assignment.
      This
      Agreement and the rights and obligations under this Agreement shall be binding
      upon and inure to the benefit of the parties to this Agreement and their
      respective successors and permitted assigns. Neither this Agreement nor any
      rights or benefits under this Agreement may be assigned by either party to
      this
      Agreement without the other party’s prior written consent.

     

    11.
       Entire
      Agreement; Amendment.
      This
      Agreement supersedes any and all other agreements, either oral or in writing,
      between the parties with respect to the engagement of the Consultant by the
      Company (including any previously executed agreement that has not been fully
      performed by both parties), and contains all of the covenants and agreements
      between the parties with respect thereto. This Agreement can only be amended
      by
      the parties in writing, executed by the party against whom enforcement of any
      modifications may be sought.

     

    12. 
      Governing Law.
      This
      Agreement will be governed by and construed in accordance with the substantive
      laws of the State of California without regard to conflict of law
      provisions.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    13. 
      Notices.
      All
      notices or other communications which are required or permitted hereunder shall
      be in writing and sufficient if (i) personally delivered, (ii) sent by
      nationally- recognized overnight carrier or (iii) sent by registered or
      certified mail, postage prepaid, return receipt requested, addressed to the
      addresses set forth below each party’s name on the signature page hereto, or to
      such other address as the party to whom notice is to be given may have furnished
      to each other party in accordance herewith. Any such communication shall be
      deemed to have been given (i) when delivered, if personally delivered, (ii)
      on
      the first Business Day (as hereinafter defined) after dispatch, if sent by
      nationally recognized overnight courier and (iii) on the third Business Day
      following the date on which the piece of nail containing such communication
      is
      posted, if sent by mail. As used herein, “Business Day” means a day that is not
      a Saturday, Sunday or a day on which banking institutions in the city to which
      the notice or communication is to be sent are not required to be
      open.

     

    14.
       Third
      Party Beneficiary.
      No
      person, firm, group or corporation is a third party beneficiary of this
      Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed the Agreement as of the date
      first mentioned above.

     

    
      	
              COMPANY:

            
	
              APPLIED
                WELLNESS CORPORATION

            
	
              By:

            	     

	
              Name:
                Dr. Richard Amy

            
	
              Title:
                CEO

            
	 	 
	
              CONSULTANT:

            
	 
	    

	
              Igor
                Litovsky