Exhibit 10.37


 





BLAIRSDEN RESOURCES, LLC.


P.O. Box 588


New Vernon, NJ 07976


Tel: 201.787.0112




 


 





November 26, 2014 


 


Paul Burgess


Chief Executive Officer, President Lattice Incorporated


7150 North Park Drive Suite 500


Pennsauken, NJ 08109


 


Dear Paul,


 


We continue to be enthusiastic about the prospects
for Lattice Incorporated (the "Company") and working with you in developing and executing strategic options that may
be available to the Company.


 


1.          Services.


 


	(a)		In connection
with the engagement by the Company of Blairsden Resources, LLC ("Consultant") as an independent contractor under this
letter agreement as of the date hereof (the ''.Agreement"), Consultant agrees to provide advisory services to the Company's
C Suite including the following activities: (i) assisting in developing a business plan to assess domestic and global market opportunities
for its existing lines of business as well as for new products, services, and adjacent markets, (ii) assisting the Company in
developing an execution strategy for the implementation of the business plan; (iii) assisting the Company in pursuing merger,
acquisition and joint venture opportunities; (iv)
advising the Company with regard to relationships with significant vendors and restructuring relationships with creditors; (v)
assisting the Company in evaluating its interim and longer term capital requirements necessary for operational expansion;
(vi) assisting the Company in various operational matters which arise in course of conducting the Company's business; and (vi)
assisting the Company in other corporate development matters that senior management deems necessary. It is anticipated that Consultant
will provide approximately 400 hours of services during the term of this Agreement The services that Consultant has already provided
to the Company in connection with the development of its domestic and global business plan will be taken into account in determining
services rendered under this Agreement. Further, Consultant represents and warrants that the services provided hereunder will
be provided in a good and workman like manner.





 






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	(b)		On a regularly scheduled basis Consultant and the chief executive officer of the Company
(the "CEO") shall confer to determine specific advisory services to be performed by Consultant and the timing for the
performance of such services. On no less than a quarterly basis, Consultant and the CEO shall confer to review the status the
advisory relationship and quality of services performed.



 


2.          Compensation.


 


Concurrently with the execution of this Agreement
and at the direction of Consultant, the Company hereby grants to Richard Stewart, the sole member of the Consultant/an affiliated
Stewart Family Trust, in full compensation for the services of Consultant one million ( 1,000,000 ) shares of common stock that
shall be subject to the transferability restrictions of Rule 144 promulgated by the U.S. Securities and Exchange Commission pursuant
to the Securities Act of 1933 ("Rule 144") for the six (6) month period beginning the date hereof and ending on June
1, 2015, at which time the Company agrees to fully comply with procedures required by its transfer agent to remove the legend from
the securities. Ownership of these shares shall be vested upon the date hereof and are not subject to forfeiture. The value of
the shares issued to Consultant shall be calculated based upon 85% (Eighty-Five Percent) of the weighted average price per share
(based upon the volume of trading of such stock) within the thirty (30) trading days preceding the date hereof. In connection with
the issuance of shares of common stock, the Company agrees to be bound by the representations, warranties and covenants in the
exhibit attached hereto and made apart hereof (the "Exhibit''). Consultant also agrees to be bound by the covenants provided
in Section 3 of the Exhibit The Company recognizes that Consultant may choose to make a protective Internal Revenue Code Section
83(b) election ("Section 83(b) Election) with respect to these shares, in which event, a copy of such election shall be provided
to the Company.


 


3.          Term
of Agreement This Agreement shall commence on the date of the Company's execution and delivery
of same and be for a term of twelve (12) months; provided, however, either party shall have
the right to terminate this Agreement upon written notice (providing a thirty (30) day right to cure) should the other party
materially breach this Agreement. No less than sixty (60) days prior to the end of the term of this Agreement, the parties hereto
agree to discuss the terms for the renewal of the advisory relationship between the Consultant and the Company.




 






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4.Confidentiality.
All financial and business information furnished by the Company or its
affiliates to Consultant shall be retained by Consultant and its officers, directors, employees and members on a confidential basis,
and shall be used only in connection with the performance of the services contemplated by this Agreement or as specifically authorized
by the Company. Consultant shall, upon submission, execute such confidentiality and/or non-disclosure agreements as are customary
in engagements of this type. Further, Consultant agrees that the copyrights and all
other intellectual property rights in the product of Consultant's services performed hereunder, whether oral or tangible, and ownership
of Consultant's work papers, shall be deemed works-for-hire and shall be sole property of the Company. Consultant agrees and acknowledges
that any breach of this paragraph shall be considered a material breach of this Agreement.


 


5.Indemnification.
The Company shall indemnify, defend and hold harmless Consultant, its officers, directors,
members, employees, and agents from and against any cost, expense, liability or obligation in respect of any claim made by third
parties.


 


6.Expenses and Costs. Company shall
reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in performing its services hereunder.


 


7.General.


 


	(a)		This Agreement has been entered into and shall be interpreted under and governed by
the laws of the State of New Jersey, without regard to its conflict of laws and principles.



	(b)		This Agreement has been duly authorized by the Company's Board of Directors and the
Consultant and shall constitute a binding obligation upon each of Consultant and the Company enforceable in accordance with its
terms.





 






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	(c)		This Agreement calls for the professional services of Consultant and its affiliates
and, therefore, may not be assigned by Consultant to any third person, firm, or corporation without the prior written consent
of the Company.



	(d)		This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the respective parties hereto.



	(e)		Notwithstanding anything to the contrary, expressed or implied, contained herein,
it is expressly understood and agreed that Consultant is acting as an independent contractor and solely in its capacity as advisor
to the Company. It is not authorized to enter into any agreement or understanding on behalf of the Company, or otherwise binding
upon it, without, in each case, the prior written consent of the Company.



	(f)		Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration
Rules. The number of arbitrators shall be one. The place of Arbitration shall be Camden, New Jersey. Judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.



	(g)		No action nor claim (whether brought in arbitration, court, or any other proceeding
or forum) based on breach of contract, tort (including, without limitation, negligence), strict liability, breach of warranty,
failure of essential purpose, or otherwise arising out of the performance of this agreement may be brought by any party more than
one (1) year after the party knew or should have known of the breach or damage, except that any action or claim by Consultant
against the Company for payment of money or other consideration owed under the Agreement may be brought within three (3) years
of the date of the breach or the last payment to Consultant, whichever is later.



	(h)		If any term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect.



	(i)		The Company
recognizes that none of the services to be provided under this Agreement will include accounting advice and that any accounting
advice required in connection such services will be provided by an accounting firm retained by the Company.





 






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	(j)		In no event shall Consultant be liable to the Company for consequential, incidental,
special, indirect, multiple or punitive damages (including, without limitation, lost profits, savings, or revenues of any kind,
business interruption, down time, or loss of information) or attorney's fees, regardless of whether such damages or attorney's
fees are based on breach of contract, tort (including without limitation, negligence), strict liability, breach of warranty, failure
of essential purpose or otherwise. Under no circumstances shall Consultant's aggregate liability under this Agreement, whether
in contract, tort (including without limitation negligence), strict liability, breach of warranty, failure of essential purpose
or otherwise, exceed the total value of the shares (on the date hereof and agreed to by the parties under Section 2 of this Agreement)
received for services by Consultant pursuant to this agreement.



	(k)		This Agreement may be executed in counterparts.



 


We are enthusiastic about working together and see
the potential for a mutually profitable association. If the above terms and conditions are acceptable, please so indicate by executing
and returning a copy of the Agreement.


 


 


Very truly yours,




 





	Blairsden Resources,
LLC
  




	Company: Lattice Incorporated
	 	 
	By: /s/ Richard Stewart	By: /s/ Paul Burgess
	 	 
	Name: Richard Stewart	Name: Paul Burgess
	 	 
	Title: Managing Member	Title: Chief Executive Officer, President
	 	 
	Date: November 26, 2014	Date: 11/26/14
	 	 


 






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