Unassociated Document


     

    LEXXUS
      CAPITAL 

    1120
      Avenue of the Americas, Suite 4046

    New
      York,
      New York 10036 212-626-6749 (phone)

    646-572-2368
      (fax)

     

    CONSULTING
      AGREEMENT

     

    This
      agreement ("Agreementn)
      is
      entered into, this 11th day of August, 2008 between Titan Energy Worldwide,
      Inc.
      (the "Company") and Lexxus Capital ("Consultant").

     

    WHEREAS,
      Consultant has experience in corporate acquisitions, corporate finance,
      financial public relations, and knowledge in the development of secondary
      trading markets and

     

     

    WHEREAS,
      the Company desires to engage Consultant to assist in raising capital through
      the Public Markets, developing secondary trading markets for the Company's
      securities, and for advice on financial public relations and investment banking
      matters.

     

    NOW
      THEREFORE, the Company and Consultant agree as follows:

     

    l:..    CONSULTANT'S
      SERVICES

     

    Consultant
      will provide the Company consulting service for one year in connection with
      the
      following matters:

     

    •    Assist
      in
      compiling such financial information along with any other "due
      diligencen
      information
      that may be required to assist the Company in raising Equity Capital.


    •    Assist
      in
      raising capital for the purpose of implementing the Company's transitional
      and
      organizational business plan. 

    •    Assist
      in
      communications and correspondence with brokers, Money Managers, and Investors
      as
      it relates to corporate developments. 

    •    Develop
      broker relations program in the New York City and Tri-State Area. 

    •    Develop
      additional broker relations program in the Midwest. 

    •    Provide
      sponsorship for the Company at Regional Investment Banker Syndicate seminars
      and
      other Broker Dealer sponsorship meetings, as it is mutually agreeable between
      the Company and the Consultant. 

    •    Consult
      with the Company about it's present and future securities structure.


    •    Provide
      additional guidelines regarding stock distribution and shareholder relations
      program. 

    •    Assist
      in
      coordination of financial public relations, including the delivery ofone CFA
      report to the Company. 

    •    Assist
      in
      writing and I
      or
      editing all new announcements and vetting them to the shareholders, and
      appropriate wire services as well as the public at large. 

    •    Participate
      in and coordinate road trips for Company executives to provide introductions
      and
      information to brokers, investment bankers, financial analysts, and money
      managers about the Company. 

    •    Develop
      Broker Database followed by other "target" areas as considered beneficial by
      the
      Company. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    2.
      COMPENSATION

     

    In
      consideration
      of the Consultant's services, the Company shall compensate the Consultant as
      follows:

     

    Corporate
      Finance

     

        •    A
      ten
      (10) per cent Consulting Fee for any Equity Financing brought to the Company
      through an Equity Fund, Institution or Accredited Investor introduced to Company
      directly by the Consultant. 

        •    A
      five
      (5) per cent Consulting Fee for any Debt Financing brought to the Company
      through a Debt Fund, Merchant Bank, Institution or Accredited Investor
      introduced to Company directly by the Consultant. 

        •    A
      three
      (3) per cent override for the introduction of Debt or Equity Financing through
      a
      Broker-Dealer or Investment Banker introduced to Company directly by the
      Consultant.

     

    


    Investor
      Relations

     

        •    Reimbursement
      of expenses on a Pre-approved basis.

        •    $5,000.00
      per month retainer, first two months in advance.

        •    Two
      Hundred Fifty Thousand Restricted Shares*.

        •    Five
      Hundred Thousand, Five Year Stock Purchase Warrants, as follows:

    


        a)    200,000
      warrants exercisable at $1.50-Issue date, October 1,2008

        b)    100,000
      warrants, exercisable at $2.00-Issue date, January 1,2009

        c)    100,000
      warrants, exercisable at $2.50-Issue date, April!, 2009

        d)    100,000
      warrants, exercisable at $3.00-Issue date, July 1, 2009

     

        Warrants
      will
      be subject to demand registration rights.

     

        *The
      Company
      will issue a legal opinion, after June 30, 2009, within 10 business days,


        that
      will
      permit the shares to trade in accordance with Rule 144.

     

    3.
      ~INDEMNIFICATION
      

     

    The
      Company's Agent agrees to indemnify and hold harmless Consultant and their
      agents and employees against any losses, claims, damage or liabilities, joint
      or
      several, to which Consultant or any other such person may become subject, under
      the Act or otherwise, insofar as such losses, claims, damages or liabilities
      (or
      actions, suits or proceedings in respect thereof) arise out of or are based
      upon
      any untrue statement or alleged untrue statement of any material, or arising
      out
      of or based upon the omission or alleged omission to state therein or necessary
      to make the statements therein not misleading and will reimburse Consultant
      or
      any such other person for any such legal or other expenses
      reasonably incurred by Consultant or any such person in connection with
      nvestigation or

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    defending
      any such loss, claim, damage, liability or action, suit or proceeding provided,
      however, that the Company will not be liable in any such case to the extent
      that
      any such loss, claim damage or liability arises out of or is based upon an
      untrue statement or alleged untrue statement in, or omission or alleged
      omissions in reliance upon and in conformity with written information furnished
      to the Company by Consultant specifically for use in preparations thereof.
      This
      Indemnity agreement will be in addition to any liability which the Company
      may
      otherwise have.

     

     

    Consultant
      will indemnify and hold harmless the Company, each of it's directors, each
      of
      it's officers, or persons, if any, who control the Company within the meaning
      of
      the Act against any losses, claims, damages or liabilities to which the Company
      or any such other person may become subject, under the Act or otherwise, insofar
      as such losses, claims, . damages, or liabilities to which the Company or any
      such other person may become subject, under the Act or otherwise, insofar as
      such losses, claims, damages, or liabilities (or actions, suits, or proceedings
      in respect thereof) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact that may arise out ofor
      are

     

     

    based
      upon the omission to state therein a material fact that may arise out of or
      are
      based upon the omission or the alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statement therein not
      misleading, in each case to the extent, but only to the extent, that such untrue
      statement or alleged untrue statement or omission or alleged omissions in
      reliance upon and in conformity with written information furnished to the
      Company by the Consultant specifically for use in the preparation thereof and
      will reimburse any legal or other expenses reasonably incurred by the Company
      or
      any such other person in connection with investigating or defending any such
      loss, claim, damage, liability, or action, suit or proceeding. This Indemnity
      Agreement will be in addition to any liability which the Consultant might
      have.

     

     

    Promptly
      after receipt by an indemnified party under this section of notice of the
      commencement of any action, suit or proceeding, such indemnified party will,
      if
      a claim in respect thereof is to be made against an indemnifying party under
      this section, notify the indemnifying party of the commencement thereof: But
      the
      omission to so notify the indemnifying party will not relieve it from any
      liability which it may have to any indemnified party otherwise than under this
      section. In any case such action, suit or proceeding is brought against any
      indemnified party and it notifies the indemnifying party of the commencement
      thereof, the indemnifying party will be entitled to participate therein, and
      to
      the extent may wish jointly with any other indemnifying party similarly
      notified, to assume the defense thereof, with counsel satisfactory to such
      indemnified party, and after notice from the indemnifying party to such
      indemnifying party will not be liable to such indemnified party under this
      section for any legal or other expenses subsequently incurred by such
      indemnified party in connection with the defense thereof other than reasonable
      cost of investigation. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4,
      TERMINATION
      


    This
      Agreement may be terminated by mutual agreement of the parties at any time
      or by
      either party on thirty days written notice to the other party. The provisions
      on
      Indemnification shall survive any termination of the Agreement by either
      party.

    {"':'f':'-'i:."",\~~~
      ':~~;~t';~r~.'" 

     

     

     

    5. COMPLETE
      AGREEMENT; MODIFICATION

     

    This
      Agreement together with it's Exhibits, constitutes the entire understanding
      of
      the parties with respect to the matters it purports to cover, and no promise,
      representation, or warranty other than those set out herein, shall be of any
      force or effect. No modification or amendment of this Agreement shall be of
      any
      force unless reduced to writing, signed by all of the record shareholders,
      and
      deposited with the Corporation.

     

     

    6.
      DESCRIPTIVE HEADINGS

     

    The
      Descriptive Headings of this Agreement are for convenience only and shall not
      control or affect the meaning or construction of any provision of this
      Agreement.

     

     

    7.
      COUNTERPARTS

     

    This
      Agreement may be executed in any number of counterparts, and each such .
      counterpart hereof shall be deemed to be an original instrument, but all such
      counterparts together
      shall constitute but one Agreement.

     

     

    8.
      GOVERNING
      LAW AND VENUE

     

    The
      interpretation and construction of this Agreement shall be governed by the
      laws
      of the state of New York for the contracts made and to be performed in New
      York.
      All obligations under this Agreement to purchase or sell shares or to give
      notices for performance will be in New York, New York.

     

    .IN
      WITNESS
      WHEREOF, the parties hereto have caused this Agreement to be executed as of
      the
      date first set forth herein. 

    


    
      
        	Company:, Titan Energy Worldwide	 	Consultant: Lexxus Capital
	 	 	 
	By: /s/ John M. Tastad	 	By: /s/ G. Robinson
	 	 	 
	Date: 8/11/08_	 	Date:
                8/11/08