INDEPENDENTCONTRACTOR AGREEMENT

 

       This Agreement (the "Agreement") is made as of October 1, 2003 (the"Effective Date"), by and between **Fortis Enterprises**, aNevada corporation ("Fortis"), and Cynthia Wainwright, anindividual residing at ________________ (the "IndependentContractor").

 

1.    Services and Obligations of the Independent Contractor.

 

       1.1     Scope of the Services. During the term of thisAgreement, the Independent Contractor shall perform the services described ineach Engagement Addendum attached hereto as Exhibit A (the"Services").

 

       1.2     Method of Performing the Services. TheIndependent Contractor will determine the method, details and means ofperforming the Services.

 

       1.3     Office Space and Support Staff. The IndependentContractor will be responsible for supplying his own office space but mayperform Services under this Agreement on Fortis' premises at Fortis' request.The Independent Contractor will be responsible for supplying his own officesupport staff, if any. Any and all personnel hired by the IndependentContractor, as employees, consultants, agents or otherwise (collectively"Staff") shall be the responsibility of the Independent Contractor.The Independent Contractor will inform all Staff in writing at the time thatsuch Staff are hired by the Independent Contractors that such Staff are notemployees of Fortis and that Fortis has no present or future obligation toemploy such Staff or provide such Staff with any compensation and/or employmentbenefits. The Independent Contractor will be solely responsible for the acts ofsuch Staff and the Staff will conduct their activities at the IndependentContractor's risk, expense and supervision. The Independent Contractor warrantsand covenants that the Staff shall be subject to all of the obligations applyingto the Independent Contractor pursuant to this Agreement and that each member ofthe Staff shall execute a copy of this Agreement.

 

       **1.4     Withholding, Taxes and Benefits.** TheIndependent Contractor will be responsible for withholding, accruing and payingall income, social security and other taxes and amounts required by law for theConsulting Fee (as defined below in Section 2.1) and all payments to theStaff, if any. The Independent Contractor will also be responsible for allstatutory insurance and other benefits required by law for the IndependentContractor and the Staff and all other benefits promised to the Staff by theIndependent Contractor, if any. The Independent Contractor shall provide Fortiswith a completed W-9 form.

 

       **1.5     Proprietary Rights and Confidentiality.** As acondition of this Agreement, Independent Contractor shall execute the"Contractor Confidential Information, Invention Assignment and ArbitrationAgreement" attached hereto as Exhibit B and made a part hereof by thisreference.

 

 

2.    Compensation and Obligations of Fortis.

 

       2.1     Compensation. During the term of any EngagementAddendum, Fortis will pay the Independent Contractor the fee specified in suchEngagement Addendum (attached hereto as Exhibit A) (the "ConsultingFee"). The Consulting Fee shall constitute the Independent Contractor'ssole compensation for the performance of the Independent Contractor's servicesunder this Agreement. Fortis may offset any amount payable hereunder against anypayments due from the Independent Contractor pursuant to any other writtenagreement or arrangement.

 

3.    Term and Termination.

 

       3.1     Term. This Agreement shall be effective from theEffective Date written above until terminated as hereinafter provided (the"Term"). Each Engagement Addendum attached hereto as Exhibit Ashall remain in effect for the period specified in such Exhibit. The term of anyEngagement Addendum may be extended for additional periods of time upon themutual agreement by the parties at any time prior to the expiration of thethen-current term of such Engagement Addendum.

 

       **3.2     Termination.** If no Engagement Addendum is ineffect, either party may terminate this Agreement upon written notice to theother with 30 days notice.

 

       3.3     Effect of Termination and Survival. Upon thetermination of this Agreement for whatever reason: (a) all obligations ofthe parties hereunder shall cease; (b) Fortis shall pay the IndependentContractor all Consulting Fees due up to the date of such termination, except asotherwise provided in the applicable Engagement Addendum; and (c) theIndependent Contractor shall return to Fortis all Confidential Information (asdefined in Exhibit B). The terms of this Section 3.3 andExhibit B shall survive the Term of this Agreement however terminated.

-  Relationship    Between Fortis and the Independent Contractor. On and after the    Effective Date, the Independent Contractor and his Staff, if any, shall at    all times be and be deemed to be independent contractors of Fortis. Neither    the Independent Contractor nor any of his Staff is an employee or agent of    Fortis for any purpose whatsoever, and shall not be entitled to paid    vacation days, sick days, holidays or any other benefits provided to Fortis    employees. The Independent Contractor agrees that no income, social security    or other taxes or amounts shall be withheld or accrued by Fortis for the    Independent Contractor's benefit or for the benefit of his Staff and no    statutory insurance shall be written by Fortis on behalf of the Independent    Contractor or the employees of the Independent Contractor. Neither the    Independent Contractor nor any of his Staff shall, under any circumstances,    have any authority to act for or to bind Fortis or to sign the name of    Fortis or to otherwise represent that Fortis is in any way responsible for    his acts or omissions. Neither the Independent Contractor nor his Staff has    or have any authority to create any contract or obligation, express or    implied, on behalf of, in the name of, or binding upon Fortis. It is    anticipated that the Independent Contractor will perform services as an    independent contractor, employee, officer or director for parties other than    Fortis during the Term.
 

 
**5.    Miscellaneous.

 

       5.1     This Agreement cannot be assigned by eitherparty without the other's prior written consent, except in connection with amerger, reorganization or sale of substantially all of the assets of Fortis.

 

       **5.2**     This Agreement, including the Exhibitshereto, supersedes any and all agreements, either oral or in writing, betweenthe parties hereto with respect to the services of Independent Contractor, andcontains all of the covenants and agreements between the parties with respect tosuch services in any manner whatsoever. Each party to this Agreementacknowledges that no representations, inducement, promises or agreements, oralor otherwise, with regard to this Agreement or the services to be rendered underit have been made by any party, or anyone acting on behalf of any party, whichare not embodied herein. The foregoing shall not be deemed to supersede or voidany provision of that certain Confidential Termination and Separation Agreementand General Release entered into between Fortis and the Independent Contractoron or about the date of this Agreement, or of any agreement between Fortis andthe Independent Contractor referenced therein.

 
**       5.3     No modification or waiver of this Agreementshall be binding unless in writing and signed by the parties hereto. The waiverby either party of any breach by the other party of any of its obligationshereunder or the failure of such party to exercise any of its rights in respectof such breach shall not be deemed to be a waiver of any subsequent breach.

 

**   ** **   ****5.4**     Any controversy between Fortis and theIndependent Contractor and/or his Staff or between any employee of Fortis andthe Independent Contractor and/or his Staff, including, but not limited to,those involving the construction or application of any of the terms, provisionsor conditions of this Agreement or otherwise arising out of or relating to thisAgreement, shall be settled by arbitration in accordance with the then-currentcommercial arbitration rules of the American Arbitration Association, andjudgment on the award rendered by the arbitrator(s) may be rendered by any courthaving jurisdiction thereof. Fortis and the Independent Contractor shall sharethe costs of the arbitrator equally but shall each bear their own costs andlegal fees associated with the arbitration. The location of the arbitrationshall be in Altamonte Springs, Florida.

 

**   ** **   ****5.5**     This Agreement will be governed by andconstrued in accordance with the laws of the State of Florida.

 

**   **    **5.6**     Any notice or other communication under thisAgreement shall be considered given when delivered personally or delivered byfirst class mail or express courier service (such as DHL Courier or FederalExpress Courier) to the parties at their respective addresses set forth above(or at such other address as a party may specify by notice made pursuant to theterms of this Section 5.6).

 

 

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of thedate set forth above.

 

FORTIS:

 

FortisEnterprises, a Nevada corporation

 

 

By:/S/StephenW. Carnes        
StephenW. Carnes, President

 

 

 

INDEPENDENTCONTRACTOR:

 

 

/S/CynthiaWainwright                

Name ofIndependent Contractor

 

 

 

 

 
**EXHIBITA

 

ENGAGEMENTADDENDUM**
 

1. *   **Date of Engagement Addendum:* November 1, 2003

 

2. *   **Name(s) of Independent Contractor Personnel Assigned to Engagement:* Cynthia Wainwright

 

3. *   **Description of Services:* Consulting services in the areas ofstrategic development, mergers and acquisitions, and such other areas ofcorporate activity as Fortis and the Independent Contractor may mutually agreefrom time to time. Such services are intended to include, but not limited to:

 

       3.1 Strategic Partner Introductions
 

The  Independent Contractor will use reasonable best efforts throughout the term of  this Engagement with the intent, without guarantee, to facilitate  collaborative business consultation to the Company. These services may  include, but are not necessarily limited to, the following, as determined and  pursued by Independent Contractor to reasonable ability and discretion:
-  Assisting      Company and Company Management with basic business type services.Schedule      and conduct introductory meetings with potential Strategic Partners      including but not limited to general business service companies.Coordinate      the follow-up conversations and meetings that might result from the      original introductory meetings.Advise      Fortis on how best to assist Fortis in securing a desired prospective new      Strategic Partner(s).
       3.2 Strategic Consultant Introductions
 

Independent  Contractor will use reasonable best efforts throughout the term of this  Engagement to facilitate a collaborative relationship with other consultants.  There are a number of consultants to whom Independent Contractor may effect an  introduction of Fortis for the purpose of assisting Fortis' pursuits.

       3.3 Direct Consulting
 

Inregard to strategic planning, Independent Contractor will, to the extent ofIndependent Contractor's abilities, review Fortis' current and proposedstructures with regard to budget and business plan objectives, and writtenmaterials relating to strategic planning which are supplied to IndependentContractor, and reasonably discuss comments and questions.

 

 

       3.4 Additional Consulting* *
Independent  Contractor may also provide the following services to Fortis, if and as agreed  to in writing, during the term of this Engagement, or same may be supplied by  other introducing Consultants:
-  Assistance      and advisement as to Fortis' formal Business Plan or amendments within the      ability of Independent Contractor.Introductions      to business services providers, accounting, and other professionals to      provide services to Fortis as needed.Introductions      to potential strategic partners, business associates and other contacts to      assist Fortis with the implementation of its business plan.Introductions      to technical professionals who are competent in executing the business's      development needs.
Any andall services of Independent Contractor shall be provided on an as-needed,on-call basis. Fortis understands and agrees that the services of theIndependent Contractor shall be rendered in whatever manner deemed appropriateby the Independent Contractor and shall not be for a specific amount of time andshall not require any specific deliverables or reports. Independent Contractorshall be entitled to deliver the services via phone or email, at his discretion.Independent Contractor shall only be required to be reasonably available byphone and email and shall not be required to be on-site at any time. Unlessotherwise agreed by Independent Contractor, telephone or email interactionsshall not exceed thirty (30) hours per week. In addition, Fortis agrees that thevalue of the services is in the opinions and recommendations reached by theIndependent Contractor based on his training, experience and knowledge of Fortis.Fortis understands that the Independent Contractor makes no representations orwarranties regarding the opinions and recommendations other than that they arethe opinions and recommendations reached by the Independent Contractor based onthe facts and circumstances as described to him. **Any services rendered byConsultant under terms of this Agreement shall NOT be for capital raising,promotional or IR services.**
 

4. *   **Duration of Engagement:*
 

                   Start Date: November 1, 2003

 

                   End Date: October 31, 2004

 

5. *Compensation:* ConsultingFee consisting of:

 

 

       5.1 Monthly Fee Retainer
 

On a  monthly basis up until this Engagement terminates, Fortis shall pay, at Fortis'  sole option, Independent Contractor $1,000 per month in either cash or  registered shares of common stock, which first payment shall be due on the 15th  of each month, and each monthly payment thereafter shall be due and payable on  the same day of each month, as a fee for Independent Contractor's services  under this Engagement.

       5.2 Monthly Business Consultation Compensation
 

As a  non-refundable payment for Business Consultation and advice, Fortis shall make  available to Independent Contractor, at Fortis' sole option, a sum of $1,000  in cash or in registered shares of common stock per month, to compensate for  all fees and expenses of Independent Contractor and its Staff, firms or  persons specifically engaged and contracted to Independent Contractor without  the need of Independent Contractor to supply any accounting. Independent  Contractor hereby agrees that no other fees or expenses are due as of this  date under this Engagement; provided however:

       5.3 Non-accountable, Miscellaneous Expense Reimbursement
 

From  time to time, upon approved invoice to Fortis, Fortis may pay cash or  additional registered shares of common stock to the Independent Contractor as  full satisfaction of such invoiced amount.

       5.4 Tradability of Shares
 

The  parties acknowledge that if Fortis decides to pay any fees in shares of  registered common stock, such shares shall be, upon issuance, freely tradable  by Independent Contractor without restriction and shall be deemed earned by  the Independent Contractor, and not subject to return to Fortis for any reason  whatsoever.

6. *   **Termination:* Notwithstanding anything to the contrary inSection 3.2 of the attached Agreement, this Engagement Addendum may beterminated as follows:
-  By      Fortis at any time, with or without Cause (as defined below), provided      that a termination of this Engagement for Cause shall be effective only      upon 10 days written notice from Fortis to Independent Contractor.Upon      the death or disability of Independent Contractor.By      mutual agreement of Fortis and Independent Contractor.By      Independent Contractor for any reason, provided that a termination of this      Engagement by Independent Contractor shall be effective only upon 10 days      written notice from Independent Contractor to Fortis.
 

 

For  purposes of this Engagement, Fortis shall have "Cause" to terminate  this Engagement upon Independent Contractor's:
-  Commission      of a felony involving moral turpitude; orDeath;      provided that the Independent Contractor's beneficiaries shall be      entitled to receive his compensation through the last day of the month in      which his death occurs; orCommission      of any act of fraud, theft, or embezzlement involving assets of the Fortis;      orThe      Independent Contractor shall become physically or mentally disabled so      that he is unable substantially to perform his services for (i) a period      of 30 consecutive days, or (ii) for shorter periods aggregating 60 days      during any twelve-month period. Notwithstanding such disability Fortis      shall continue to pay Independent Contractor his compensation through the      date of such termination.
In  addition, Fortis may terminate this Engagement Addendum upon 5 days'  written notice to the Independent Contractor upon any hiring, or retention as  a consultant, contractor, or director, of the Independent Contractor in  connection with a business which, in the reasonable discretion of Fortis, is a  direct competitor of Fortis in the area of commercial and residential  restoration services and where Independent Contractor is participating in the  business unit, including as an advisor, which is engaged in the competitive  line of business (a "Competitor"). Within 30 days of beginning  employment or retention by a person or entity other than Fortis during the  term of this Engagement Addendum, the Independent Contractor shall notify  Fortis of the identity of such person or entity.

7. *   **Survival of Business Combination Introductions*. Independent Contractorshall be entitled to receive the full fee set forth in Paragraph 5.3 above inthe event discussions are held with a party to a Business Combination during theterm of this Engagement and a Transaction or other Business Combination isconsummated with such entity or individual within two (2) years from theexpiration or termination of this Agreement.

 

 

 

 

 

FORTIS:

 

FortisEnterprises, a Nevada corporation

 

 

By:/S/StephenW. Carnes        
StephenW. Carnes, President

 

 

 

INDEPENDENTCONTRACTOR:

 

 

/S/CynthiaWainwright                                        

NAME OFINDEPENDENT CONTRACTOR

 

 
**EXHIBITB**
 

**FORTISENTERPRISES**
 

**CONTRACTORCONFIDENTIAL INFORMATION AND ARBITRATION AGREEMENT**
 

       As a condition of the retention of Independent Contractor by Fortis Enterprises,its subsidiaries, affiliates, successors or assigns (together "Fortis"),and in consideration of Independent Contractor's receipt of consulting fees nowand hereafter paid by Fortis, Independent Contractor agrees to the following. Asused herein, the term "Independent Contractor" shall include theIndependent Contractor as well as any specific Independent Contractor personnelnamed at the end of this Agreement.

 

1. **   ****Confidential Information.**

 

(a) **   ****Fortis Information**. Independent Contractor agrees at all times during  the term of his retention by Fortis and thereafter, to hold in strictest  confidence, and not to use, except for the benefit of Fortis, or to disclose  to any person, firm or corporation except for the benefit of Fortis and with  written authorization of an authorized officer of Fortis, any Confidential  Information of Fortis. Independent Contractor understands that  "Confidential Information" means any Fortis proprietary information,  technical data, trade secrets or know-how, including, but not limited to,  research, product plans, products, services, customer lists and customers  (including, but not limited to, customers of Fortis on whom Independent  Contractor called or with whom Independent Contractor became acquainted during  the term of his retention by Fortis), markets, software, developments,  inventions, processes, formulas, technology, designs, drawings, engineering,  hardware configuration information, marketing, finances or other business  information disclosed to the Independent Contractor by Fortis either directly  or indirectly in writing, orally or by drawings or observation of parts or  equipment. Independent Contractor further understands that Confidential  Information does not include any of the foregoing items which has become  publicly known and made generally available through no wrongful act of  Independent Contractor or of others who were not under confidentiality  obligations as to the item or items involved or improvements or new versions  thereof.

 

(b) **   ****Former Client Information**. Independent Contractor agrees that it will  not, during his engagement with Fortis, improperly use or disclose any  proprietary information or trade secrets of any former or concurrent client of  the Independent Contractor or of other person or entity and that Independent  Contractor will not bring onto the premises of Fortis any unpublished document  or proprietary information belonging to any such client, person or entity  unless consented to in writing by such client, person or entity.

 

 

(c) **   ****Third Party Information**. Independent Contractor recognizes that Fortis  has received and in the future will receive from third parties their  confidential or proprietary information subject to a duty on Fortis's part to  maintain the confidentiality of such information and to use it only for  certain limited purposes. Independent Contractor agrees to hold all such  confidential or proprietary information in the strictest confidence and not to  disclose it to any person, firm or corporation or to use it except as  necessary in carrying out his work for Fortis consistent with Fortis's  agreement with such third party.

2.   **Returning Fortis Documents**. Independent Contractor agrees that, upontermination of the Independent Contractor's services for Fortis, IndependentContractor will deliver to Fortis (and will not keep in his possession, recreateor deliver to anyone else) any and all devices, records, data, notes, reports,proposals, lists, correspondence, specifications, drawings, blueprints,sketches, materials, equipment, other documents or property, or reproductions ofany aforementioned items developed by it pursuant to his performance of servicesfor Fortis or otherwise belonging to Fortis, its successors or assigns,including, without limitation, those records maintained. Upon termination of theIndependent Contractor's services for Fortis, Independent Contractor agrees tosign and deliver the "Termination Certification" attached hereto as *Attachment1.*
 

3.  **Solicitation of Employees**. Independent Contractor agrees that for aperiod of twelve (12) months immediately following the termination of hisrelationship with Fortis for any reason, whether with or without cause,Independent Contractor shall not either directly or indirectly solicit, induce,recruit or encourage any of Fortis's employees to leave their employment, ortake away such employees, or attempt to solicit, induce, recruit, encourage ortake away employees of Fortis, either for itself or for any other person orentity.

 

4.   **Representations**. Independent Contractor agrees to execute any proper oathor verify any proper document required to carry out the terms of this Agreement.Independent Contractor represent that his performance of all the terms of thisAgreement will not breach any agreement to keep in confidence proprietaryinformation acquired by it in confidence or in trust prior to his retention byFortis. Independent Contractor have not entered into, and Independent Contractoragrees it will not enter into, any oral or written agreement in conflictherewith.

 

5.  **Remedies.** Independent Contractor acknowledges that any breach of hisobligations under this Agreement may result in irreparable injury for whichFortis shall have no adequate remedy at law. Accordingly, if IndependentContractor breaches or threatens to breach any of Independent Contractor'sobligations under this Agreement, Fortis shall be entitled, without proving orshowing any actual damage sustained, to a temporary restraining order,preliminary injunction, permanent injunction and/or order compelling specificperformance to prevent or cease the breach of Independent Contractor'sobligations under this Agreement. Nothing in this Agreement shall be interpretedas prohibiting Fortis from obtaining any other remedies otherwise available toit for such breach or threatened breach, including the recovery of damages.

 

6.  **Arbitration.** Any controversy between Fortis and the IndependentContractor or between any employee of Fortis and the Independent Contractor,including, but not limited to, those involving the construction or applicationof any of the terms, provisions or conditions of this Agreement or otherwisearising out of or relating to this Agreement, shall be settled by 

 

 

arbitrationin accordance with the then-current commercial arbitration rules of the AmericanArbitration Association, and judgment on the award rendered by the arbitrator(s)may be rendered by any court having jurisdiction thereof. Fortis and theIndependent Contractor shall share the costs of the arbitrator equally but shalleach bear their own costs and legal fees associated with the arbitration. Thelocation of the arbitration shall be in Altamonte Springs, Florida.
** 

7.   General Provisions.

 

(a) **   ****Governing Law; Consent to Personal Jurisdiction**. This Agreement will be  governed by the laws of the State of Florida. Independent Contractor hereby  expressly consents to the personal jurisdiction of the state and federal  courts located in Florida for any lawsuit filed there against it by Fortis  arising from or relating to this Agreement.

 

(b) **   ****Entire Agreement**. This Agreement sets forth the entire agreement and  understanding between Fortis and Independent Contractor relating to the  subject matter herein and supersedes all prior discussions between us. No  modification of or amendment to this Agreement, nor any waiver of any rights  under this agreement, will be effective unless in writing signed by the party  to be charged. Any subsequent change or changes in Independent Contractor's  duties, salary or compensation will not affect the validity or scope of this  Agreement.

 

(c) **   ****Severability**. If one or more of the provisions in this Agreement are  deemed void by law, then the remaining provisions will continue in full force  and effect.

 

(d) **   ****Successors and Assigns**. This Agreement will be binding upon Independent  Contractor's heirs, executors, administrators and other legal representatives  and will be for the benefit of Fortis, its successors, and its assigns.

8.**   ****Acknowledgements by Independent Contractor.** The Independent Contractoracknowledges and agrees to each of the following items:

 

(a)      It is executing this Agreement voluntarily and without any duress or undue  influence by Fortis or anyone else; and

 

(b)      It has carefully read this Agreement. Independent Contractor has asked any  questions needed for it to understand the terms, consequences and binding  effect of this Agreement and fully understand them, including that Independent  Contractor is waiving his right to a jury trial by signing below; and

 

(c)      It sought the advice of an attorney of his choice if Independent Contractor  wanted to before signing this Agreement.

 

 

FORTIS:

 

FortisEnterprises, a Nevada corporation

 

 

By:/S/StephenW. Carnes        
StephenW. Carnes, President

 

 

 

INDEPENDENTCONTRACTOR:

 

 

/S/CynthiaW.Wainwright                                

NAME OFINDEPENDENT CONTRACTOR

 

 

 
**ATTACHMENT1

 

FORTISENTERPRISES

 

TERMINATIONCERTIFICATION**
 

       This is to certify that Independent Contractor does not have in his possession,nor has Independent Contractor failed to return, any devices, records, data,notes, reports, proposals, lists, correspondence, specifications, drawings,blueprints, sketches, materials, equipment, other documents or property, orreproductions of any aforementioned items belonging to Fortis Enterprises, itssubsidiaries, affiliates, successors or assigns (together, the "Fortis").

 

       Independent Contractor further certifies that it has complied with all the termsof Fortis' Contractor Confidential Information and Arbitration Agreement signedby it, including the reporting of any inventions and original works ofauthorship (as defined therein), conceived or made by it (solely or jointly withothers) covered by that agreement.

 

       Independent Contractor further agrees that, in compliance with the ContractorConfidential Information, Invention Assignment, and Arbitration Agreement, itwill preserve as confidential all trade secrets, confidential knowledge, data orother proprietary information relating to products, processes, know-how,designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans,financial information or other subject matter pertaining to any business ofFortis or any of its employees, clients, consultants or licensees.

 

       Independent Contractor further agrees that for twelve (12) months from thisdate, Independent Contractor will not hire any employees of Fortis andIndependent Contractor will not solicit, induce, recruit or encourage any ofFortis's employees to leave their employment.

 

Date:__________________

 

 

 

                                                                               
Signature

 

 

                                                                               

Name ofIndependent Contractor (typed or printed)
** 

[DO NOTSIGN THIS PAGE ON INITIAL EXECUTION OF AGREEMENT

SIGNONLY WHEN AGREEMENT IS TERMINATED]********