Exhibit
      10.01

    


    CONSULTING
      AGREEMENT

    


    Between
      E4 LLC / Joseph Esposito & Aduromed Corporation

    


    THIS
      IS AN AGREEMENT,
      effective August 4, 2008 between E4
      LLC, a
      Florida
      based company (hereinafter
      called “Consultant”), and Aduromed
      Industries, Inc. and
      Aduromed
      Corporation,
      both
      having an address at 3 Trowbridge Drive, Bethel, Connecticut 06801 (hereinafter
      collectively called “Customer”). Upon execution by the parties, this agreement
      replaces and supersedes the consulting agreement dated and signed on August
      23,
      2007 that is currently in place between E4
      LLC
      and
Aduromed Corporation.

    


    WHEREAS,
      Customer
      desires to obtain the Professional Services of Consultant, (hereinafter called
      “Services”), and 

    


    WHEREAS
      Consultant
      represents that he is willing to render such services for the benefit of the
      Customer; 

    


    NOW
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein set forth, the parties
      hereto agree as follows:

    


    
      
        1.
          SCOPE
          OF SERVICES

      

    

    


    During
      the life of this Agreement, Customer agrees to retain the services of E4 LLC
      and
      Joseph Esposito to advise Customer on matters related to the successful
      operation, marketing and business development of their medical waste management
      business on a best efforts basis to achieve annual goals established with the
      board of directors. 

    


    2.
      BEST EFFORTS BY CONSULTANT

    


    Consultant
      agrees to apply a commercially reasonable best effort to the tasks assigned
      and
      to the problems and matters defined and presented by Customer to Consultant
      for
      advice and assistance and to be available to Customer during the term of this
      Agreement, under the direction of the Customer, at reasonable times and
      locations as required, to participate in meetings, to consult with Customer’s
      employees, including telephone consultations, and to aid, advise and assist
      Customer in connection with such tasks, problems and matters defined and
      presented to Consultant by Customer. Consultant warrants that the services
      provided hereunder will be of the highest professional quality commensurate
      with
      Consultant’s reputation.

    


    Notwithstanding
      the foregoing, nothing herein contained shall be construed as creating the
      relation of employer and employee between the parties, and Consultant shall
      be
      deemed at all times to be an independent contractor. Consultant is not eligible
      for, nor entitled to, any of the employee benefits for which Customer’s
      employees are eligible.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    3. COMPENSATION
      and PAYMENT TERMS

    


    Compensation
      for services provided by the Consultant will be as follows:

    


    
      	 	
              ·

            	
              $144,000.00
                per quarter for the period from August 4, 2008 to November 4, 2008
                and
                $72,000.00 per quarter thereafter, in each case payable quarterly
                in
                advance commencing on August 4, 2008. Said payment is to be wired
                per
                instructions to be provided.

            


    

    


    
      	 	
              ·

            	
              Consultant
                will be provided 12,000,000 warrants with a strike price of $0.025
                and
                12,000,000 options with a strike price of $0.025, both of which may
                be
                exercised (cashless) consistent with company’s stock plan and with the
                options vesting 1/3 per year commencing on August 4, 2008 and thereafter
                on the anniversary date of such date.


            


    

    


    
      	 	
              ·

            	
              Consultant
                is eligible for incentive compensation to be determined by the board
                of
                directors. 

            


    

    


    
      	 	
              ·

            	
              All
                Out-of-pocket costs will be invoiced at the end of each month and
                payment
                for said invoices will be net 15
                days.

            


    

    


    If,
      during the term of this Agreement, Consultant should fail to perform his duties
      hereunder on account of (i) physical or mental illness or other incapacity
      which
      Customer shall in good faith determine renders Consultant incapable of
      performing his duties hereunder, and such illness or other incapacity shall
      continue for a period of more than six (6) consecutive months

    ("Disability"),
      or (ii) death of the Consultant, Customer shall have the right, on written
      notice delivered to Consultant to terminate this Agreement. During the period
      that Consultant shall have been incapacitated due to Disability or upon his
      death, Consultant shall continue to receive his full compensation provided
      for
      in this Section 3 until the date of termination specified in such written notice
      (“Date of Termination”). On the Date of Termination Customer shall pay to
      Consultant or his estate in a lump sum an amount equal to all remaining unpaid
      compensation payable under this Section 3 for the full period through the Date
      of Termination. In addition, Customer shall pay to Consultant compensation
      payable under this Section 3 for a full one (1) year period commencing on the
      Date of Termination, such compensation to be paid in accordance with the payment
      schedule set forth above during the course of such additional one year period.
      In addition, on such termination, all of Consultant's unvested options, warrants
      and rights relating to capital stock of Customer shall immediately vest and
      become exercisable. The term of any such options, warrants and rights shall
      be
      extended to the fifth anniversary of the Date of Termination.

    


    4.
      NON-DISCLOSURE

    


    4.1
      Consultant agrees not to disclose at any time, during the period of this
      Agreement and for a period of two years thereafter, any confidential information
      obtained from Customer or Customer’s customers, nor display, for any purposes,
      any drawings, letters, reports, or other form of confidential information or
      any
      copy or reproduction thereof belonging to Customer or Customer’s customers
      without due written authorization from Customer’s properly authorized officer.
      Information shall not be deemed confidential if it is information which (a)
      Consultant can show was in his possession at the time of disclosure and was
      not
      acquired at any time directly or indirectly from Customer; (b) Consultant can
      show was generally known to the public at the time of disclosure; (c) Consultant
      can show was independently received from a third party having the legal right
      to
      transmit same; or (d) which is authorized in writing by Customer to be
      released.


    
      
         

      

      
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    4.2
      Upon
      request, Consultant will promptly return to Customer any and all written
      material, drawings, and other documentary material furnished to Consultant
      by
      Customer for the purposes of this Agreement, and shall not retain copies or
      excerpts thereof.

    


    5.
      PRIOR OBLIGATIONS OF CONSULTANT

    


    Consultant
      represents and warrants to Customer that Consultant is under no contract,
      agreement or other obligation that will prevent Consultant from giving any
      information to Consultant which Consultant is to convey hereunder nor which
      will
      prevent Customer from receiving and using such information nor which will
      prevent Customer from receiving the benefit of Consultant’s services during the
      term of this Agreement.

    


    6.
      CONFLICT OF INTEREST

    


    Both
      Consultant and Customer acknowledge that Consultant is in the business of
      providing professional services to potential customers and competitors of
      Customer. As such, even though the actual customer list of Consultant is
      confidential, Customer will advise Consultant of those parties wherein there
      would be a conflict of interest with certain types of assignments requested
      of
      Consultant by Customer. If such a conflict of interest exists at the time of
      this assignment, Consultant will so acknowledge and Consultant will not proceed
      with the assignment due to the existence of a conflict of interest.

    


    7.
      RELEASE

    


    The
      Consultant and Customer each mutually agree to indemnify, defend and hold
      harmless the other (and the other’s parent company, affiliates, subcontractors
      vendors, officers, directors, employees, agents, consultants and
      representatives) from and against any and all claims, demands, suits,
      liabilities, injuries (personal or bodily) causes of action, losses, expenses,
      damages or penalties, including without limitation court costs and reasonable
      attorneys’ fees, to the extent arising or resulting from the negligent acts or
      omissions of the indemnifying party. 

    


    8.
      ASSIGNMENT

    


    Neither
      party may assign this Agreement, without the prior written consent of the other
      party. This Agreement shall be binding upon and inure to the benefit of, the
      successors and permitted assigns of the parties hereto.

    


    9.
      TERM AND TERMINATION

    


    9.1
      Subject to Section 3 hereof, Customer agrees to retain Consultant for a period
      commencing on August 4, 2008 and extending until August 3, 2011.



    
      
         

      

      
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    9.2
      In
      the event of any merger, consolidation, sale of assets or other similar
      transaction or series of transactions involving Customer (a “change of
      control”), other than any such transaction or transactions following which
      Customer or its stockholders continue to own a majority of the combined voting
      power of the outstanding securities of the corporation or other entity
      surviving

    or
      succeeding to the business of Customer, the “Customer” acknowledges that the
“Consultant” has completely fulfilled its obligations under the agreement and
      the “Customer” agrees to pay the “Consultant” all fees that are payable for the
      entire agreement per paragraph 3. In addition, “Consultant” shall be provided
      the full amount of the shares due per the agreement and vesting of all remaining
      unvested options will be accelerated and said vested options may be sold by
      the
“Consultant” at the value contemplated as part of the change of control.


    


    9.3
      Either Party shall have the right to terminate this Agreement in the event
      of a
      breach of a material provision of this Agreement by the other Party, upon one
      day written notification and a thirty (30) day “Cure Period”.

    


    In
      the
      event of a material breach by “Customer” that is not remedied within the thirty
      (30) day “Cure Period” then “Customer” agrees to pay the “Consultant” within
      fifteen days all fees including stock that are payable for the entire agreement
      per paragraph 3. In addition, “Consultant” shall be provided the full amount of
      the shares due per the agreement and vesting of all remaining unvested options
      will be accelerated and said vested options may be sold by the “Consultant” at
      the value contemplated as part of the change of control and, or sales
      transaction should such transaction occur.

    


    In
      the
      event of a material breach by “Consultant” that is not remedied within the
      thirty (30) day “Cure Period” then “Customer” agrees to pay the “Consultant”
within fifteen days all fees that are payable per paragraph 3 through the end
      of
      the “Cure Period”. The “Consultant” shall retain the stock earned and options
      vested to the end of the “Cure period”. 

    


    9.4
      The
      obligations of Consultant pursuant to Paragraphs 4 shall remain in force after
      Termination of this Agreement.

    


    10.
      MISCELLANEOUS

    


    10.1
      This
      Agreement constitutes the entire Agreement between Customer and Consultant
      and
      no modifications thereto shall be binding unless such modifications are in
      a
      written instrument executed by each of the respective parties stating the
      parties mutual agreement as to (a) change in the scope of the work, (b) the
      adjustment if any, in the charges, and (c) the adjustment, if any, in the time
      for performing the work. This Agreement supersedes all prior oral and written
      agreements and understandings between the parties hereto on the same subject
      matter. In the event of any conflict between the terms hereof and any Purchase
      Order(s) which may be issued by the Customer in support of Services hereunder,
      shall be governed by the terms of this Agreement.

    


    10.2
      This
      Agreement shall be construed and enforced under the laws of the State of New
      York, without regard for conflict of law rules. In the event any provision
      of
      this Agreement shall be held to be invalid or unenforceable, such provision
      shall be separable from and shall not affect the validity or enforceability
      of
      the remaining provisions of this Agreement.


    
      
         

      

      
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    IN
      WITNESS HEREOF,
      the
      parties do hereby agree to the full performance of this Agreement effective
      as
      of the date set forth above.

    


    
      	
              E4LLC

              
                “Customer”

              

            	 	
              Aduromed
                Corporation and Aduromed

              Industries,
                Inc.

            
	 	 	 	
              “Consultant”

            
	 	 	 	 
	
              By:

            	
              /s/
                Joseph Esposito

            	 	
              By:

            	
              /s/
                Kevin T. Dunphy

            
	 	
              Joseph
                Esposito

            	 	 	
              Kevin
                T. Dunphy

            


    


    
      
         

      

      
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