exhibit10-14.htm


    Exhibit
      10.14

     

    CAPITAL
      GROUP COMMUNICATIONS, INC.

    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (this “Agreement”) is made as of December 31, 2008 (the
“Commencement Date”), by and between Capital Group Communications, Inc., a
      California corporation (“Consultant”), and Better Bio Diesel
      (“Client”).  For the purpose of this Agreement, Consultant and Client
      are sometimes referred to collectively as the “parties” or in the singular as a
“party.”

     

    


    1.           
      Scope of Engagement.

    


    A. Appointment
      of Consultant.
Client, a publicly-traded company, hereby appoints Consultant as its
      nonexclusive financial public relations representative and consultant to (i)
      assist Client in developing, and/or increasing the visibility of, its public
      profile and in enhancing its corporate image among shareholders, brokers,
      dealers, fund managers, analysts and other investment professionals in the
      capital markets and (ii) represent Client in formulating and implementing a
      financial public relations and communications strategy.

    


    B. Term
      of Retention. The term of
      this Agreement (the “Term”) shall commence on the Commencement Date and
      terminate July 31, 2008.

    


    C. Description
      of
      Services.   During the Term, Consultant shall provide the
      following services (collectively, the “Services”):  (i) evaluate
      Client’s public profile and corporate image and identify potential challenges
      affecting Client’s future financial public relations strategies, (ii) develop a
      financial public relations strategy for Client; (iii) develop a shareholder
      relations strategy for Client; (iv) develop a communications strategy for Client
      (including a program to enhance its corporate image); (v) present Client and
      its
      management to the financial community (using Consultant’s database of brokers,
      dealers, fund managers, analysts and other investment professionals); (vi)
      coordinate and implement Client’s financial public relations and communications
      strategies; (vii) disseminate, as directed by Client, information from Client
      or
      public sources regarding Client and its management, operations and business
      plans and strategies; and (viii) evaluate the financial public relations
      implications of Client’s business plans, strategies, mission statements,
      budgets, proposed transactions and other operational plans.

    


    D. Preliminary
      Evaluation.  Client acknowledges and agrees that, prior to the
      Commencement Date, Client received Consultant's preliminary evaluation of
      Client’s public profile and corporate image and Client’s potential future
      financial public relations challenges (the “Preliminary
      Evaluation”).

    


    E. Additional
      Benefits from Engagement.
Client acknowledges and agrees that:  (i) Consultant has
      foregone significant alternative professional and other business opportunities
      by entering into this Agreement and  by assuming the obligations
      hereunder; (ii) Client has obtained, and will continue to obtain, substantial
      benefit from the Preliminary Evaluation; and (iii) Client’s public profile and
      corporate image will be enhanced by Client’s ability to publicly announce its
      relationship with Consultant under this Agreement (especially in light of
      Consultant’s preeminent reputation in the financial
      community).  Client also acknowledges and agrees that, in exchange for
      these additional benefits (collectively, the “Additional Benefits”) and for the
      Preliminary Evaluation, Client shall pay to Consultant a “Contract Fee” under
      this Agreement, as that phrase is defined and provided for below.

    


    F. Independent
      Contractor Status.
At all times, Consultant and its agents, employees and representatives
      shall be independent contractors of Client and not employees, agents, joint
      venturers or partners of Client.  Nothing in this Agreement shall be
      interpreted or construed as creating or establishing any other relationship
      between Client and Consultant (or between any of their respective agents,
      employees or representatives).  As a result, Consultant and its
      agents, employees and representatives reserve the right from time to time,
      in
      their sole and absolute discretion, to contract to perform any professional
      and
      other services for third parties during the Term (including services that are
      identical to the Services hereunder).  Consultant shall determine the
      method, details, and means of performing the Services and shall select, in
      its
      sole and exclusive discretion, which of its agents, employees and
      representatives shall perform the Services.  Client shall not have the
      right to, and shall not, control the manner or determine the method of
      accomplishing the Services.  Client also will have no right to, and
      shall not, supervise Consultant’s performance; provided, however, that Client
      and Consultant may set mutually-agreeable performance milestones for that
      performance of the Services.

    


    


    2.           
Consultant’s
      Remuneration.   Client agrees to pay to Consultant a
“Contract Fee” consistent with the following terms and conditions:

    


    A.           
Contract
      Fee.  In
      consideration for Consultant’s undertaking of the Preliminary Evaluation and for
      the Additional Benefits conferred on Client by and under this Agreement, Client
      agrees to deliver to Consultant within five (5) business days of the
      Commencement Date (or on another date agreed to by the parties in a writing
      that
      is signed by both of the parties) a “Contract Fee” equal to one or more stock
      certificates, at the Consultant’s direction, which shall not be unreasonable
      (the “Contract Shares”), representing 3,000,000 shares of Client’s common
      stock,  deliverable as of the Commencement.  The Contract
      Shares shall be “restricted securities,” as defined in Section 2(C)(iii),
      below.

    


    B.           
      Additional Fee. Waived

    


    C.           
      Terms Relating to the Contract Shares

    


    (i)           
      Each certificate that reflects or comprises part of the Contract Shares shall
      be
      in a form that is consistent with all other the certificates issued by Client
      to
      its common stock shareholders and shall bear all legends and information that
      are required under applicable federal and state securities laws, rules,
      ordinances and regulations and any resolution(s) adopted by Client’s Board of
      Directors.

    


    (ii)           
      The Shares shall be validly-issued, fully paid-for, non assignable and
      non-assessable shares of Client’s authorized common stock.  The Shares
      also shall be issued in compliance with all of the requirements of applicable
      federal and state securities laws, rules, ordinances and regulations and
      pursuant to resolution(s) adopted by Client’s Board of Directors.

    


    (iii)           
      If the Contract Shares are “restricted securities” under the Federal Securities
      Act of 1933 (the “1933 Act”), then Client shall (a) comply at all times with
      Rule 144 of the 1933 Act (“Rule 144”) and (b) register all of the Contract
      Shares with the U.S. Securities & Exchange Commission (“SEC”) and any other
      applicable governmental agency or authority during Client’s next immediate
      registration of any type or class of stock, subject to the right, however,
      of
      the Client and its underwriters to reduce the number of shares proposed to
      be
      registered pro rata in view of market conditions or legal considerations,
      pursuant to Rule 415 of the Securities Act, which may limit the total number
      of
      shares included in a single registration to 30% of the then issued and
      outstanding common stock of the Client.

    


    (iv)           
      If the Contract Shares are “restricted securities” under the 1933 Act, then on
      the expiration of any applicable “holding period” under Rule 144 (if any), the
      Contract Shares shall be freely alienable and transferable by Consultant at
      any
      time without any restrictions, except as Rule 144 might impose
      restrictions.

    


    (v)        
      The Performance Shares shall, at all times, be registered with the SEC or exempt
      from SEC registration and freely alienable and transferable by Consultant
      without any restrictions, subject to the right, however, of the Client and
      its
      underwriters to reduce the number of shares proposed to be registered pro rata
      in view of market conditions or legal considerations, pursuant to Rule 415
      of
      the Securities Act, which may limit the total number of shares included in
      a
      single registration to 30% of the then issued and outstanding common stock
      of
      the Client.

    


    (vi)        
      The Client shall deliver to Consultant by no later than the Commencement Date
      a
      true and correct copy of the resolution(s) duly adopted by Client’s Board of
      Directors authorizing this Agreement and the issuance of the Shares in
      accordance with this Agreement.

    


    (vii)           
      The Client shall deliver to Consultant by no later than the Commencement Date
      a
      true and correct copy of a letter that previously has been executed by Client’s
      in-house or regular outside counsel and delivered to Client’s common stock
      transfer agent(s) (the “Opinion Letter”).  In the Opinion Letter,
      Client, through its counsel, shall represent and warrant that the Contract
      Shares (A) are validly-issued, duly-authorized, fully paid-for, and
      non-assessable shares of Client’s common stock and (B) are registered with the
      SEC or exempt from SEC registration.  If the Contract Shares are
“restricted securities” under the 1933 Act, then the Opinion Letter also
      shall:  (A) represent and warrant that Client will comply at all times
      with Rule 144; (B) represent and warrant that the sale or transfer of the
      Contract Shares shall be exempt from the registration requirements of the 1933
      Act; (C) represent and warrant that the Contract Shares shall, on the expiration
      of the applicable “holding period” under Rule 144 (if any), be freely alienable
      and transferable by Consultant at any time without any restrictions, except
      as
      Rule 144 might otherwise impose restrictions; and (D) on the expiration of
      the
      applicable “holding period” under Rule 144 (if any), promptly instruct the
      transfer agent(s) to immediately re-issue new, unrestricted stock certificates
      for the Contract Shares in accordance with Rule 144.

    


    (viii)           
      No portion of the Contract Shares, once delivered by Client to Consultant,
      shall
      be refunded or refundable, cancelled or cancelable or returned or returnable
      to
      Client for any reason.

    


    (ix)           
      If this Agreement is either terminated or cancelled prior to the expiration
      of
      the Term, then no portion of any of the Performance Shares received by
      Consultant by the date of that termination or cancellation shall be refunded
      or
      refundable, cancelled or cancelable or returned or returnable to Client for
      any
      reason.

    


    D.           
      Representations Regarding Consultant’s Remuneration.

    


    (i)           
      Consultant represents and warrants that it shall, if requested by Client in
      advance and in writing, execute an investment questionnaire and investment
      agreement that is mutually-acceptable to Client and Consultant. The
      questionnaire and agreement shall be prepared by Consultant in a form that
      is
      customary for the type of securities transactions contemplated by this
      Agreement. However, the terms of the Questionnaire and the Agreement shall
      not
      contradict or contravene the Terms of this Agreement or affect in any way the
      obligations created thereunder.

    


    (ii)        
      Consultant represents and warrants that: (A) Consultant has been afforded the
      opportunity to ask questions of, and receive answers from duly authorized
      officers or other representatives of Client concerning an investment in the
      Shares; (B) Consultant has experience in investments in restricted and publicly
      traded securities; (C) Consultant has experience in investments in speculative
      securities and other investments which involve the risk of loss of investment;
      (D) Consultant understands that an investment in the Shares is speculative
      and
      involves the risk of loss; (E) Consultant is an “accredited investor,” as that
      term is defined in Regulation D of the 1933 Act, and a “purchaser,” as that term
      is used in Section 25102(f)(2) of the California Corporate Securities Law of
      1968, as amended; and (F) Consultant is acquiring the Shares for the
      Consultant’s own account for long-term investment and not with a view toward
      resale or distribution thereof except in accordance with applicable securities
      laws.

    


    (iii)           
      Client represents and warrants that it understands and agrees that: (A) the
      Contract Shares shall constitute a payment or retainer for the Preliminary
      Evaluation and the Additional Benefits conferred on Client and is not a
      prepayment for Consultant’s future services or for any future performance by
      Consultant under this Agreement; (B) all of the Shares shall be non-refundable,
      non-cancelable, non-returnable, non-apportionable and non-ratable, as provided
      above; (C) Consultant’s performance under this Agreement shall in no way be
      measured or valued by the price of Client’s common stock or the trading volume
      of that stock;  (D) Consultant and its agents, employees and
      representatives are not brokers or dealers under applicable federal and state
      securities laws, rules, ordinances and regulations, and need not be brokers
      or
      dealers for any purpose under this Agreement; (E) Consultant and its agents,
      employees and representatives are not licensed by any federal and state agency
      or authority, and need not be licensed for any purpose under this Agreement;
      (F)
      Client, and not Consultant, will perform all due diligence with respect to
      any
      transaction with a party introduced to Client by Consultant; (G) Consultant
      and
      its agents, employees and representatives will provide only public relations
      and
      communications services under this Agreement; and (H) Consultant shall not
      be
      involved in any way in any transaction with a party introduced to Client by
      Consultant.

    


    (iv)           
      Client represents and warrants that: (A) Client has the requisite authority
      and
      power to enter into this Agreement; (B) this Agreement has been duly approved
      by
      Client’s Board of Directors and Client’s in-house or regular outside counsel;
      (C) the Contract Shares are free from the claims and interests of any third
      party; (D) Client and its agents, employees and representatives shall not
      directly or indirectly interfere with Consultant’s ability to obtain, sell or
      transfer any of the Contract Shares; (E) Client and its agents, employees and
      representatives shall not directly or indirectly interfere with Consultant’s
      ownership of any of the Contract Shares; and (F) Client and its agents,
      employees and representatives shall take all necessary actions to ensure that
      Consultant can exercise its immediate, absolute and unfettered right to sell
      any
      of the Contract Shares or the Performance Share, as permitted by law
      (collectively, the “Necessary Actions”).

    


    (v)           
      For purposes of this Agreement, the Necessary Actions shall include, but not
      be
      limited to, the following: (A) Client shall promptly deliver the Opinion Letter
      by express mail/overnight delivery to Client’s stock transfer agent(s) in
      connection with the sale or transfer of any Contract Shares under Rule 144
      and,
      on the same day, deliver to Consultant a copy of the Opinion Letter; (B) Client
      shall, at all times before Consultant has sold all of the Contract Shares,
      timely file all reports required under Section 13 of the Securities Exchange
      Act
      of 1934 (the “1934 Act”) (such as quarterly Form 10-QSBs and annual Form
      10-KSBs) so that Client shall not become, at any time, delinquent in satisfying
      its periodic filing obligations under Section 13 of the 1934 Act and subsection
      (c)(1) of Rule 144; (C) in the event of a merger, stock sale, acquisition of
      Client, or any other change of Client’s corporate form, Client shall ensure that
      its successor-in-interest or assign shall assume Client’s obligations under this
      Agreement and fully perform them; and (D) register all of the Contract Shares
      with the SEC and any other applicable governmental agency or authority during
      Client’s next immediate registration of any type or class of stock.

    


    


    3.           
Reimbursement
      of
      Expenses.  Client shall reimburse Consultant for all of the
      ordinary, reasonable and necessary travel and business expenses that Consultant
      incurs while performing the Services under this Agreement, including local
      and
      long distance telephone, duplication and facsimile, regular and express mail
      and
      hourly staff service and support charges.  Consultant shall obtain the
      advance written consent of Client to any expense of more than
      $10,000.  Consultant agrees to submit invoices to Client by the end of
      the day on Monday of each week following the week during which Consultant
      incurred any such expenses.  Consultant will itemize all such expenses
      and provide copies or originals of receipts to Client if so
      requested.  Client will pay all expense reimbursements to Consultant
      within thirty (30) calendar days of Client’s receipt of an acceptable invoice
      itemizing those expenses.

    


    


    4.           
Duties
      of Consultant.
Consultant shall perform the Services in a timely and professional manner
      and in compliance with all applicable federal and state securities laws, rules,
      ordinances and regulations.  Consultant shall perform the Services at
      the places or locations that are most suitable to completing the
      Services.  Consultant shall also be responsible for paying all fees
      and expense reimbursements to Consultant’s agents, employees and representatives
      and for paying all state and federal taxes required by law.  Client
      will not (a) withhold any state or federal income taxes or contributions from
      its payments to Consultant; (b) make any state or federal benefit or insurance
      contributions on Consultant’s behalf; or (c) obtain workers’ compensation
      insurance to cover Consultant and Consultant’s agents, employees and
      representatives.

    


    


    5.           
Duties
      of Client. Client
      agrees to cooperate with Consultant to facilitate Consultant’s performance of
      its duties under this Agreement.  Without limiting the generality of
      the foregoing, Client agrees that (a) Client shall review and respond promptly
      in writing to Consultant’s requests for information relating to Client and its
      operations; (b) Client shall promptly disclose to Consultant in writing any
      and all material facts regarding Client and its operations that are in Client’s
      possession, custody or control; (d) Client shall only provide information to
      Consultant concerning Client and its operations that, to the best of Client’s
      knowledge, is accurate and complete; (e) Client shall comply at all times with
      all applicable federal and state securities laws, rules, ordinances and
      regulations; and (f) fully and promptly perform under this
      Agreement.  Client further agrees to designate a representative who
      shall have full authority to deal with Consultant in all matters pertaining
      to
      this Agreement.  The person executing this Agreement on Client’s
      behalf is hereby designated as the Client’s representative until such time as
      Client notifies Consultant in writing of the appointment of a new
      representative.

    


    


    6.           
Indemnification.
Client
      shall
      indemnify and defend Consultant and its agents, employees, representatives,
      salespersons, independent contractors, consultants, attorneys, shareholders,
      officers, directors, Clients, members, managers, insurers, partners,
      corporate parents or controlling entities, joint venturers, subsidiaries,
      affiliates, and predecessors and successors (collectively with Consultant,
      the
“Consultant Parties”), and hold the Consultant Parties harmless, from and
      against any and all causes of action, claims, demands, settlements, damages,
      fees (including attorneys’, consultants’ and experts’ fees), costs, expenses,
      obligations, losses or liabilities (collectively, “Claims”) relating in any way
      to or arising out of (a) the failure or alleged failure of Client and/or
      its agents, employees and representatives to provide any person or entity with
      accurate information or records regarding any aspect of Client and its
      operations; (b) the failure or alleged failure of Client and/or its agents,
      employees and representatives to comply with any law, regulation, ordinance,
      authorization, consent, approval, code, permit or license; (c) any breach of,
      or
      failure to perform, any provision of this Agreement by Client; or (d) any
      other wrongful act or omission of Client.  Consultant shall have the
      right in its sole and absolute discretion to select and retain its own counsel
      to defend each of the Consultant Parties at Clients’ sole and exclusive expense
      pursuant to the terms of this Paragraph.  Notwithstanding the
      foregoing, Client shall not be obligated to indemnify and defend the Consultant
      Parties, or to hold the Consultant Parties harmless, from and against any Claims
      if the Claims result from Consultant’s gross negligence or intentional
      misconduct.

    


    


    7.           
Professional
      Advice.  Client agrees to consult with, and rely exclusively on
      the advice of, Client’s own legal, tax and other professionals, and shall not
      rely on Consultant, with respect to (a) the sale, merger, exchange, acquisition
      or other transfer of all or a portion of Client or any interest therein (a
      “Transaction”); (b) the negotiation of any Transaction; (c) the documentation of
      any agreement relating to any Transaction; (d) the nature, legal status,
      viability, suitability or creditworthiness of any party with whom Client enters
      into a Transaction; (e) the nature, legal status, viability, suitability or
      creditworthiness of Client and any aspect of its operations; (f) the accuracy
      or
      inaccuracy of any information and records provided by Client and/or its agents,
      employees and representatives to Consultant; and (g) the compliance or
      non-compliance of Client and/or its agents, employees and representatives with
      any law, regulation, ordinance, authorization, consent, approval, code, permit
      or license.  Client agrees that Consultant shall have no obligation to
      investigate any of the matters set forth in this Paragraph.

    


    


    8.           
Confidentiality
      and
      Non-Disparagement. The provisions of this Agreement shall be held in
      strictest confidence by the parties and shall not be publicized or disclosed
      in
      any manner, except as follows: (a) the parties may disclose this Agreement
      and
      its terms in confidence to their respective attorneys, accountants, auditors,
      tax preparers, and financial advisors; (b) the parties may disclose this
      Agreement and its terms insofar as such disclosure may be necessary to enforce
      its terms; and (c) the parties may disclose this Agreement as otherwise required
      by law, including, but not limited to, any mandatory disclosures required under
      any federal or state securities laws.  The parties agree that neither
      shall at any time disparage the other in any manner likely to be harmful to
      the
      other party, its business reputation or practices, its financial viability,
      or
      the personal or business reputations of its principals, officers, directors,
      shareholders, employees, or agents, provided that each party shall respond
      accurately and fully to any question, inquiry, or request for information when
      required by legal process.

    


    


    9.           
Notices.
  All
      notices and other communications, and all deliveries of documents and other
      materials, under this Agreement shall be sent by certified or registered
      first-class U.S. mail/return receipt requested, Federal Express or other
      commercial overnight delivery service or courier service or
      messenger.  The date of the actual receipt of such written notices and
      other communications shall be deemed to be the date of actual
      delivery.  The parties shall notify the other parties within three (3)
      calendar days of any change to the information provided below for the delivery
      of notices, requests and other communications.  Unless otherwise so
      instructed, all written notices and other communications shall be addressed
      as
      follows:

    


    
      	
              To
                Client:   Better Biodiesel, Inc.

              
              

              C/O
                The Otto Law Group, PLLC

              601
                Union Street, Suite 4500

              Seattle,
                WA 98121

              Telephone:  206-262-9545

              Facsimile:206-262-9513

              Primary
                E-Mail: ___________________

            	
              To
                Consultant:  Capital Group Communications, Inc.

              1750
                Bridgeway Suite
                A200

              Sausalito
                CA 94965

              Attn:  Devin
                Bosch

              Telephone:   (415)
                332-7200

              Facsimile:     (415)
                332-7201

              Primary
                E-Mail:  devin@capitalgc.com

            


    

    


    


    10.           
Authority.  Each
      of
      the persons executing this Agreement hereby represents and warrants that he
      or
      she has full and complete authority to sign and enter into this Agreement on
      behalf of the party for which he or she is signing without any further action
      by
      that party.

    


    


    11.           
Integration.
This
      Agreement
      (a) contains the entire agreement between the parties with respect to the
      matters referred to in this Agreement, the nature and scope of the Services,
      and
      all of the parties’ professional and business relationships; (b) supersedes all
      prior drafts, negotiations and oral or written communications with respect
      to it
      and (c) shall not be modified, changed, supplemented or terminated, except
      by
      written instrument signed by each of the parties.

    


    


    


    12.           
Successors
      and Assigns. This
      Agreement shall be binding upon, and inure jointly and severally to the benefit
      of, the parties and their respective assigns, successors-in-interest, merger
      partners, affiliates, heirs, spouses, successors, assignees,
      debtors-in-possession in bankruptcy, trustees in bankruptcy, bankruptcy estates,
      receivers, and legal representatives.  Notwithstanding the foregoing,
      the assignment by any party of this Agreement, whether voluntary by operation
      of
      law, shall be of no force and effect without the prior written consent of the
      other party.

    


    


    13.           
No
      Waiver. No waiver of any
      right or benefit under this Agreement shall be effective, unless the waiver
      is
      in a writing signed by the party for whose benefit the right or benefit was
      granted or conferred.

    


    


    14.           
Arbitration
      of Future
      Disputes.  All controversies, claims and disputes between
      Consultant and Client arising out of or relating to this Agreement or its
      interpretation or enforcement shall be determined by binding, confidential
      arbitration under the auspices, and in accordance with the then-existing
      commercial arbitration rules and procedures, of JAMS, Inc.
      (“JAMS”).  The arbitration proceeding shall be conducted at JAMS’
office in San Francisco, California.  The adjudicator shall adjudicate
      all issues concerning arbitrability of the dispute, subject matter and personal
      jurisdiction, the interpretation or enforcement of this provision and any other
      issues regarding the dispute, regardless of whether they involve factual, legal,
      substantive or procedural matters.  Judgment on the award rendered by
      the arbitrator may be entered in any court having jurisdiction and the award
      may
      be enforced by that court.

    


    BY
      INITIALING IN THE SPACE BELOW, EACH OF THE PARTIES AGREE TO (1) SUBMIT ANY
      DISPUTE ARISING OUT OF THE MATTERS IDENTIFIED IN THE FOREGOING PROVISION TO
      BINDING, CONFIDENTIAL ARBITRATION AND (2) WAIVE ALL RIGHTS TO LITIGATE ANY
      SUCH
      DISPUTE BEFORE A COURT OR A JURY OR TO APPEAL.  THE PARTIES WARRANT
      THAT THEY HAVE AGREED TO THIS ARBITRATION PROVISION VOLUNTARILY AND BASED ON
      INDEPENDENT LEGAL ADVICE.

    


    
      	
              
              

              Initials:

            	
              ____________

              Consultant

            	
              ____________

              Client

            


    

    


    


    15.           
Attorneys’
Fees
      and
      Costs.  In the event any lawsuit, arbitration or other
      proceeding arises in connection in any way with this Agreement or its
      interpretation or enforcement (collectively, “Litigation”), the prevailing party
      shall be entitled to recover from the other party the reasonable attorneys’ fees
      and costs (including all JAMS filing, arbitrator’s and other fees and all
      consultant’s or expert’s fees and costs) that the prevailing party incurs in
      connection with that lawsuit, arbitration or other
      proceeding.  Notwithstanding the foregoing, Client agrees to promptly
      reimburse Consultant for all attorneys’, consultants’ and experts’ fees and
      costs that Consultant incurs prior to the commencement of Litigation to obtain,
      sell or transfer any or all of the Shares in accordance with the terms of this
      Agreement.

    


    


    16.           
Agreement
      Entered Into With
      Independent Judgment.  Each party represents and warrants that
      it has reviewed this Agreement in its entirety and has relied on its own
      judgment, belief, knowledge, investigation, independent legal advice and
      research and that, in entering into this Agreement, it has not relied on or
      been
      influenced by any representations or statements by any of the parties or by
      any
      person or persons representing or acting for any of the parties.  Each
      of the parties acknowledges that it has had the opportunity to seek advice
      of
      independent legal counsel in connection with this Agreement and that it
      understands the meaning of every term of this Agreement and the consequences
      of
      signing this Agreement.

    


    


    17.           
Effectuation
      of
      Agreement.  The parties acknowledge that time is of the essence
      with respect to the parties’ performance of their respective obligations under
      this Agreement.  Each party therefore agrees to execute any and all
      other documents and complete any additional acts that may be necessary and/or
      appropriate to give full force and effect to the terms and intent of this
      Agreement.  Each party also agrees to promptly cooperate regarding,
      and respond to, all inquiries regarding its performance under this Agreement
      that are made to it by the other party.  The term “promptly” as used
      in this Paragraph shall mean no greater than two (2) business days.

    


    


    


    18.           
Governing
      Law; Severability;
      Construction; Counterparts.  This Agreement shall be governed
      by, and construed in accordance with, the laws of the State of
      California.  Whenever possible, each provision of this Agreement shall
      be interpreted in such a manner as to be effective and valid under all
      applicable laws.  If, however, any provision of this Agreement shall
      be held to be prohibited by or invalid under any applicable law, such provision
      shall be effective only to the extent of such prohibition or invalidity, without
      invalidating the remaining provisions of this Agreement.  This
      Agreement shall be construed as if all parties jointly prepared this Agreement
      without any uncertainty or ambiguity being interpreted against any one
      party.  This Agreement may be executed in counterparts, each of which
      shall be deemed an original, and all of which together shall constitute one
      and
      the same Agreement.

    


    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement on the dates identified below.

    
    

    


    


    
      	
              CONSULTANT:

              
              

              CAPITAL
                GROUP COMMUNICATIONS, INC.

              By:           
                ___________________________________

              Name:      
                Devin Bosch

              Its:           
                Chief Executive Officer

              Date:        ___________________________________

              
              

            	
              CLIENT:

               

               

               

              
                By:           
                  ___________________________________

                Name:       ___________________________________ 

                Its:           
                  ___________________________________

                Date:        ___________________________________