**EXHIBIT 10.22**

 

**CONSULTANT AGREEMENT**

 

This Agreement is made and entered into as of the 12th day of January, 2003, between Asconi Corporation and CEOcast, Inc. (the “Consultant”).****

 

In consideration of and for the mutual promises and covenantscontained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 

 

1. Purpose. The Company hereby employs the Consultant during the Term (as defined below) to render Investor Relations services to the Company, upon the terms andconditions as set forth herein 

 

2. Term. This Agreement shall beeffective for a three-month period (the “Term”) commencing on the date hereof. 

 

3. Duties of Consultant. During the term of this Agreement, the Consultant shall provide to the Company those services outlined in Exhibit A. Notwithstanding the foregoing. it is understood and acknowledged bythe parties that the Consultant: (a) shall perform its analysis and reach its conclusions about the Company independently, and that the Company shall have no involvement therein; and (b) shall not render advice and/or services to the Company in anymanner, directly or indirectly, that is in connection with the offer or sale of securities in a capital raising transaction or that could result in market making. 

 

4. Expenses. The Company. upon receipt of appropriate supporting documentation, shall reimburse the Consultant for any arid allreasonable out-of-pocket expenses incurred by it in connection with services requested by the Company, including, but not limited to, all charges for travel, printing costs and other expenses spent on the Company’s behalf. The Company shallimmediately pay such expenses upon the presentation of invoices. Consultant shall not incur more than $500 in expenses without the express consent of the Company. 

 

5. Compensation. For services to be rendered by the Consultant hereunder, the Consultant shall receive from the Company upon thesigning of the Agreement: (a) $15,000 (the “Retainer”), which shall represent the first and last month’s payment under the Agreement and (b) 4,000 shares of fully-paid non-assessable stock (the “Common Stock”). In addition,the Company shall pay Consultant on or before the 11th day of February, 2004 $7500 plus expenses outlined in Section4. Company agrees, at its expense, to register Common Stock issued to Consultant, in connection with any subsequent sale or resale of securities (“piggyback registration rights”). 

 

6. Further Agreements. Because of the nature of the services being provided byConsultant hereunder, Consultant acknowledges that if it may receive access to Confidential Information (as defined in Section 6 hereof) and that, as a consultant to the Company, it will attempt to provide advice that serves the best interest of theCompany. Because of the uniqueness of this relationship, the Consultant covenants and agrees that, with respect tothe Common Stock that it receives, Consultant shall, at all times that it is the beneficial owner of such shares, vote such shares on all matters coming before it as a stockholder of the Company in the same manner as the majority of the Board ofDirectors of the Company shall recommend. 

 

7. Confidentiality.Consultant acknowledges that as a consequence of its relationship with the Company, it may be given access to confidential information which may include the following types of information; financial statements and related financial information withrespect to the Company and its subsidiaries (the “Confidential Financial Information”), trade secrets, products, product development, product packaging*,*future marketing materials, business plans, certain methods of operations,procedures, improvements, systems, customer lists, supplier lists and specifications, and other private and confidential materials concerning the Company’s business (collectively, “Confidential Information”). 

Consultant covenants and agrees to hold such Confidential Information strictly confidential and shallonly use such information solely to perform its duties under this Agreement, and Consultant shall refrain from allowing such information to be used in any way for its own private or commercial purposes. Consultant shall also refrain from disclosingany such Confidential Information to any third parties. Consultant further agrees that upon termination or expiration of this Agreement, it will return all Confidential Information and copies thereof to the Company and will destroy all notes,reports and other material prepared by or for it containing Confidential Information. Consultant understands and agrees that the Company might be irreparably harmed by violation of this Agreement and that monetary damages may be inadequate tocompensate the Company. Accordingly, the Consultant agrees that, in addition to any other remedies available to it at law or in equity, the Company shall be entitled to injunctive relief to enforce the terms of this Agreement. 

 

Notwithstanding the foregoing, nothing herein shall be construed asprohibiting Consultant from disclosing any Confidential Information (a) which at the time of disclosure Consultant can demonstrate either was in the public domain and generally available to the public or thereafter becomes a part of the publicdomain and is generally available to the public by publication or otherwise through no act of the Consultant; (b) which Consultant can establish was independently developed by a third party who developed it without the use of the Confidentialinformation and who did not acquire it directly or indirectly from Consultant under an obligation of confidence; (c) which Consultant can show was received by it after the termination of this Agreement from a third party who did not acquire itdirectly or indirectly from the Company under an obligation of confidence, or (d) to the extent that the Consultant can reasonably demonstrate such disclosure is required by law or in any legal proceeding, governmental investigation, or othersimilar proceeding. 

 

Severability. If any provision ofthis Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed tobe severable. 

 

8. Governing Law; Venue; Jurisdiction. This Agreementshall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to principles of conflicts or choice of law thereof. Each of the parties consents to the jurisdiction of the U.S. District Courtin the Southern District of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringingof any such proceeding in such jurisdictions. Each party hereby agrees that if another party to this Agreement obtains a judgment against it in such a proceeding the party which obtained such judgment may enforce same by summary judgment in thecourts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to thisAgreement irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at it address set forth herein. Nothing herein shall affect the right ofany party to serve process in any other manner permitted by law.**Each party waives its right to a trial by jury. 

 

9.**Miscellaneous. (a) Any notice or other communication between parties hereto shall be sufficiently given if sent by certified or registered mail, postageprepaid, if to the Company, addressed to it at 1211 Sernoran Boulevard, Suite 141, Casselberry, FL 32707 or if to the Consultant, addressed to it at CEOcast, Inc., 55 John Street, 11th Floor, New York, New York 10038, Attention: Administrator,facsimile number: (212) 732-1131, or to such address as may hereafter be designated in writing by one party to the other. Any notice or other communication hereunder shall be deemed given three days after deposit in the mail if mailed by certifiedmail, return receipt requested, or on the day after deposit with an overnight courier service for next day delivery, or on the date delivered by hand or by facsimile with accurate confirmation generated by the transmitting facsimile machine, at theaddress or number designated above (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal businesshours where such notice is to be received). (b) This Agreement embodies the entire Agreement sad understanding between the Company and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior arrangementsand understandings related to the central subject matter hereof. (c) This Agreement has been duty authorized, executed and delivered by and on behalf of the Company and the Consultant. (d) This Agreement and all rights, liabilities and obligationshereunder shall be binding upon and inure to the benefit of each party’s successors but may not be assigned without the prior written approval of the other party. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof. 

 

**ASCONI CORPORATION**

By:
 
/s/ Constantin Jitaru
  Constantin Jitaru,  President and CEO
**CEOCAST, INC.**

By:
 
/s/ Michael Wachs
  Michael Wachs,  President and CEO