INDEPENDENTCONTRACTOR AGREEMENT

 

       This Agreement (the "Agreement") is made as of October 1, 2002 (the"Effective Date"), by and between **Fortis Enterprises**, aNevada corporation ("Fortis"), and Matt Lettau, an individualresiding at ____________________ (the "Independent Contractor").

 

1.Services and Obligations of the Independent Contractor.

 

1.1Scope of the Services. During the term of this Agreement, the IndependentContractor shall perform the services described in each Engagement Addendumattached hereto as Exhibit A (the "Services").

 

1.2Method of Performing the Services. The Independent Contractor will determinethe method, details and means of performing the Services.

 

1.3Office Space and Support Staff. The Independent Contractor will beresponsible for supplying his own office space but may perform Services underthis Agreement on Fortis' premises at Fortis' request. The IndependentContractor will be responsible for supplying his own office support staff, ifany. Any and all personnel hired by the Independent Contractor, as employees,consultants, agents or otherwise (collectively "Staff") shall be theresponsibility of the Independent Contractor. The Independent Contractor willinform all Staff in writing at the time that such Staff are hired by theIndependent Contractors that such Staff are not employees of Fortis and thatFortis has no present or future obligation to employ such Staff or provide suchStaff with any compensation and/or employment benefits. The IndependentContractor will be solely responsible for the acts of such Staff and the Staffwill conduct their activities at the Independent Contractor's risk, expense andsupervision. The Independent Contractor warrants and covenants that the Staffshall be subject to all of the obligations applying to the IndependentContractor pursuant to this Agreement and that each member of the Staff shallexecute a copy of this Agreement.

 

**1.4Withholding, Taxes and Benefits.** The Independent Contractor will beresponsible for withholding, accruing and paying all income, social security andother taxes and amounts required by law for the Consulting Fee (as defined belowin Section 2.1) and all payments to the Staff, if any. The IndependentContractor will also be responsible for all statutory insurance and otherbenefits required by law for the Independent Contractor and the Staff and allother benefits promised to the Staff by the Independent Contractor, if any. TheIndependent Contractor shall provide Fortis with a completed W-9 form.

 

**1.5Proprietary Rights and Confidentiality.** As a condition of this Agreement,Independent Contractor shall execute the "Contractor ConfidentialInformation, Invention Assignment and Arbitration Agreement" attachedhereto as Exhibit B and made a part hereof by this reference.

 

 

2.Compensation and Obligations of Fortis.

 

2.1Compensation. During the term of any Engagement Addendum, Fortis will paythe Independent Contractor the fee specified in such Engagement Addendum(attached hereto as Exhibit A) (the "Consulting Fee"). TheConsulting Fee shall constitute the Independent Contractor's sole compensationfor the performance of the Independent Contractor's services under thisAgreement. Fortis may offset any amount payable hereunder against any paymentsdue from the Independent Contractor pursuant to any other written agreement orarrangement.

 

3. Termand Termination.

 

3.1Term. This Agreement shall be effective from the Effective Date writtenabove until terminated as hereinafter provided (the "Term"). EachEngagement Addendum attached hereto as Exhibit A shall remain in effect forthe period specified in such Exhibit. The term of any Engagement Addendum may beextended for additional periods of time upon the mutual agreement by the partiesat any time prior to the expiration of the then-current term of such EngagementAddendum.

 

**3.2Termination.** If no Engagement Addendum is in effect, either party mayterminate this Agreement upon written notice to the other with 90 days notice.

 

3.3Effect of Termination and Survival. Upon the termination of this Agreementfor whatever reason: (a) all obligations of the parties hereunder shallcease; (b) Fortis shall pay the Independent Contractor all Consulting Feesdue up to the date of such termination, except as otherwise provided in theapplicable Engagement Addendum; and (c) the Independent Contractor shallreturn to Fortis all Confidential Information (as defined in Exhibit B).The terms of this Section 3.3 and Exhibit B shall survive the Term ofthis Agreement however terminated.

 

4.Relationship Between Fortis and the Independent Contractor. On and after theEffective Date, the Independent Contractor and his Staff, if any, shall at alltimes be and be deemed to be independent contractors of Fortis. Neither theIndependent Contractor nor any of his Staff is an employee or agent of Fortisfor any purpose whatsoever, and shall not be entitled to paid vacation days,sick days, holidays or any other benefits provided to Fortis employees. TheIndependent Contractor agrees that no income, social security or other taxes oramounts shall be withheld or accrued by Fortis for the Independent Contractor'sbenefit or for the benefit of his Staff and no statutory insurance shall bewritten by Fortis on behalf of the Independent Contractor or the employees ofthe Independent Contractor. Neither the Independent Contractor nor any of hisStaff shall, under any circumstances, have any authority to act for or to bindFortis or to sign the name of Fortis or to otherwise represent that Fortis is inany way responsible for his acts or omissions. Neither the IndependentContractor nor his Staff has or have any authority to create any contract orobligation, express or implied, on behalf of, in the name of, or binding uponFortis. It is anticipated that the Independent Contractor will perform servicesas an independent contractor, employee, officer or director for parties otherthan Fortis during the Term.

 

 

5.Miscellaneous.

 

5.1This Agreement cannot be assigned by either party without the other's priorwritten consent, except in connection with a merger, reorganization or sale ofsubstantially all of the assets of Fortis.

 

**5.2**This Agreement, including the Exhibits hereto, supersedes any and allagreements, either oral or in writing, between the parties hereto with respectto the services of Independent Contractor, and contains all of the covenants andagreements between the parties with respect to such services in any mannerwhatsoever. Each party to this Agreement acknowledges that no representations,inducement, promises or agreements, oral or otherwise, with regard to thisAgreement or the services to be rendered under it have been made by any party,or anyone acting on behalf of any party, which are not embodied herein. Theforegoing shall not be deemed to supersede or void any provision of that certainConfidential Termination and Separation Agreement and General Release enteredinto between Fortis and the Independent Contractor on or about the date of thisAgreement, or of any agreement between Fortis and the Independent Contractorreferenced therein.

 

5.3No modification or waiver of this Agreement shall be binding unless in writingand signed by the parties hereto. The waiver by either party of any breach bythe other party of any of its obligations hereunder or the failure of such partyto exercise any of its rights in respect of such breach shall not be deemed tobe a waiver of any subsequent breach.

 

**5.4**Any controversy between Fortis and the Independent Contractor and/or his Staffor between any employee of Fortis and the Independent Contractor and/or hisStaff, including, but not limited to, those involving the construction orapplication of any of the terms, provisions or conditions of this Agreement orotherwise arising out of or relating to this Agreement, shall be settled byarbitration in accordance with the then-current commercial arbitration rules ofthe American Arbitration Association, and judgment on the award rendered by thearbitrator(s) may be rendered by any court having jurisdiction thereof. Fortisand the Independent Contractor shall share the costs of the arbitrator equallybut shall each bear their own costs and legal fees associated with thearbitration. The location of the arbitration shall be in Altamonte Springs,Florida.

 

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

 

**5.6**Any notice or other communication under this Agreement shall be considered givenwhen delivered personally or delivered by first class mail or express courierservice (such as DHL Courier or Federal Express Courier) to the parties at theirrespective addresses set forth above (or at such other address as a party mayspecify by notice made pursuant to the terms 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/MattLettau

Name ofIndependent Contractor

 

 
**EXHIBITA

 

ENGAGEMENTADDENDUM**
 

1. *Dateof Engagement Addendum:* November 1, 2003

 

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

 

3. *Descriptionof Services:* Consulting services in the areas of strategic development,mergers and acquisitions, and such other areas of corporate activity as Fortisand the Independent Contractor may mutually agree from time to time. Suchservices are intended to include, but not limited to:

 

3.1 StrategicPartner Introductions
 

TheIndependent Contractor will use reasonable best efforts throughout the term ofthis Engagement with the intent, without guarantee, to facilitate collaborativebusiness consultation to the Company. There are a number of contacts, some atsenior levels, to whom Independent Contractor may effect an introduction ofFortis for the purpose of assisting Fortis' pursuits. These introductionservices may include, but are not necessarily limited to, the following, asdetermined and pursued by Independent Contractor to reasonable ability anddiscretion:

 

(i)Identify what specific types of companies/entities that best fit the parametersfor a Fortis Strategic Partner(s).

 

(ii)Schedule and conduct introductory meetings with potential Strategic Partners.

 

(iii)Coordinate the follow-up conversations and meetings that might result from theoriginal introductory meetings.

 

(iv)Advise Fortis on how best to assist Fortis in securing a desired prospective newStrategic Partner(s).

 

3.2 StrategicConsultant Introductions
 

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

 

3.3 DirectConsulting
 

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 AdditionalConsulting* *
IndependentContractor may also provide the following services to Fortis, if and as agreedto in writing, during the term of this Engagement, or same may be supplied byother introducing Consultants:

 

(i)Assistance and advisement as to Fortis' formal Business Plan or amendmentswithin the ability of Independent Contractor.

 

(ii)Introductions to legal counsel, accounting, investment banking and otherprofessionals to provide services to Fortis as needed.

 

(iii)Introductions to potential strategic partners, business associates and othercontacts to assist Fortis with the implementation of its business plan.

 

(iv)Identifying candidates for potential mergers and acquisitions.

 

(v)Introductions to technical professionals who are competent in executing thebusiness'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. *Durationof Engagement:
Start      Date: November 1, 2003

End      Date: October 31, 2004

 

 

5. *Compensation:* ConsultingFee consisting of:

 

5.1 MonthlyFee Retainer
 

On amonthly basis up until this Engagement terminates, Fortis shall pay, at Fortis'sole option, Independent Contractor $7,500 per month in either cash orregistered shares of common stock, which first payment shall be due on the 15thof each month, and each monthly payment thereafter shall be due and payable onthe same day of each month, as a fee for Independent Contractor's services underthis Engagement.

 

5.2 MonthlyBusiness Consultation Compensation
 

As anon-refundable payment for Business Consultation and advice, Fortis shall makeavailable to Independent Contractor, at Fortis' sole option, a sum of $5,000 incash or in registered shares of common stock per month, to compensate for allfees and expenses of Independent Contractor and its Staff, firms or personsspecifically engaged and contracted to Independent Contractor without the needof Independent Contractor to supply any accounting. Independent Contractorhereby agrees that no other fees or expenses are due as of this date under thisEngagement; provided however:

 

5.3 Non-accountable,Miscellaneous Expense Reimbursement
 

Fromtime to time, upon approved invoice to Fortis, Fortis may pay cash or additionalregistered shares of common stock to the Independent Contractor as fullsatisfaction of such invoiced amount.

 

5.4 Tradabilityof Shares
 

Theparties acknowledge that if Fortis decides to pay any fees in shares ofregistered common stock, such shares shall be, upon issuance, freely tradable byIndependent Contractor without restriction and shall be deemed earned by theIndependent Contractor, and not subject to return to Fortis for any reasonwhatsoever.

 

6. *Termination:* Notwithstandinganything to the contrary in Section 3.2 of the attached Agreement, thisEngagement Addendum may be terminated as follows:

 

(i) ByFortis at any time, with or without Cause (as defined below), providedthat a termination of this Engagement for Cause shall be effective only upon 10days written notice from Fortis to Independent Contractor.

 

(ii)Upon the death or disability of Independent Contractor.

 

(iii)By mutual agreement of Fortis and Independent Contractor.

 

 

(iv) ByIndependent Contractor for any reason, provided that a termination of thisEngagement by Independent Contractor shall be effective only upon 10 dayswritten notice from Independent Contractor to Fortis.

 

Forpurposes of this Engagement, Fortis shall have "Cause" to terminatethis Engagement upon Independent Contractor's:

 

(i)Commission of a felony involving moral turpitude; or

 

(ii)Death; provided that the Independent Contractor's beneficiaries shall beentitled to receive his compensation through the last day of the month in whichhis death occurs; or

 

(iii)Commission of any act of fraud, theft, or embezzlement involving assets of theFortis; or

 

(iv)The Independent Contractor shall become physically or mentally disabled so thathe is unable substantially to perform his services for (i) a period of 30consecutive days, or (ii) for shorter periods aggregating 60 days during anytwelve-month period. Notwithstanding such disability Fortis shall continue topay Independent Contractor his compensation through the date of suchtermination.

 

Inaddition, Fortis may terminate this Engagement Addendum upon 5 days'written notice to the Independent Contractor upon any hiring, or retention as aconsultant, contractor, or director, of the Independent Contractor in connectionwith a business which, in the reasonable discretion of Fortis, is a directcompetitor of Fortis in the area of commercial and residential restorationservices 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 orretention by a person or entity other than Fortis during the term of thisEngagement Addendum, the Independent Contractor shall notify Fortis of theidentity of such person or entity.

 

7. *Survivalof Business Combination Introductions*. Independent Contractor shall beentitled to receive the full fee set forth in Paragraph 5.3 above in the eventdiscussions are held with a party to a Business Combination during the term ofthis Engagement and a Transaction or other Business Combination is consummatedwith such entity or individual within two (2) years from the expiration ortermination of this Agreement.

 

 

 

FORTIS:

 

FortisEnterprises, a Nevada corporation

 

 

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

 

 

 

INDEPENDENTCONTRACTOR:

 

 

/S/MattLettau                                                    

NAME OFINDEPENDENT CONTRACTOR

 

 
**EXHIBITB**
 

**FORTISENTERPRISES**
 

**CONTRACTORCONFIDENTIAL INFORMATION AND ARBITRATION AGREEMENT**
As acondition of the retention of Independent Contractor by Fortis Enterprises, itssubsidiaries, 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. **ConfidentialInformation.**

 

(a) **FortisInformation**. Independent Contractor agrees at all times during the term ofhis retention by Fortis and thereafter, to hold in strictest confidence, and notto use, except for the benefit of Fortis, or to disclose to any person, firm orcorporation except for the benefit of Fortis and with written authorization ofan authorized officer of Fortis, any Confidential Information of Fortis.Independent Contractor understands that "Confidential Information"means any Fortis proprietary information, technical data, trade secrets orknow-how, including, but not limited to, research, product plans, products,services, customer lists and customers (including, but not limited to, customersof Fortis on whom Independent Contractor called or with whom IndependentContractor 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 Contractorby Fortis either directly or indirectly in writing, orally or by drawings orobservation of parts or equipment. Independent Contractor further understandsthat Confidential Information does not include any of the foregoing items whichhas become publicly known and made generally available through no wrongful actof Independent Contractor or of others who were not under confidentialityobligations as to the item or items involved or improvements or new versionsthereof.

 

(b) **FormerClient Information**. Independent Contractor agrees that it will not, duringhis engagement with Fortis, improperly use or disclose any proprietaryinformation or trade secrets of any former or concurrent client of theIndependent Contractor or of other person or entity and that IndependentContractor will not bring onto the premises of Fortis any unpublished documentor proprietary information belonging to any such client, person or entity unlessconsented to in writing by such client, person or entity.

 

 

(c) **ThirdParty Information**. Independent Contractor recognizes that Fortis hasreceived and in the future will receive from third parties their confidential orproprietary information subject to a duty on Fortis's part to maintain theconfidentiality of such information and to use it only for certain limitedpurposes. Independent Contractor agrees to hold all such confidential orproprietary information in the strictest confidence and not to disclose it toany person, firm or corporation or to use it except as necessary in carrying outhis 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 oath or verify any properdocument required to carry out the terms of this Agreement. IndependentContractor represent that his performance of all the terms of this Agreementwill not breach any agreement to keep in confidence proprietary informationacquired by it in confidence or in trust prior to his retention by Fortis.Independent Contractor have not entered into, and Independent Contractor agreesit will not enter into, any oral or written agreement in conflict herewith.

 

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 arbitration inaccordance 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) **GoverningLaw; Consent to Personal Jurisdiction**. This Agreement will be governed bythe laws of the State of Florida. Independent Contractor hereby expresslyconsents to the personal jurisdiction of the state and federal courts located inFlorida for any lawsuit filed there against it by Fortis arising from orrelating to this Agreement.

 

(b) **EntireAgreement**. This Agreement sets forth the entire agreement and understandingbetween Fortis and Independent Contractor relating to the subject matter hereinand supersedes all prior discussions between us. No modification of or amendmentto this Agreement, nor any waiver of any rights under this agreement, will beeffective unless in writing signed by the party to be charged. Any subsequentchange or changes in Independent Contractor's duties, salary or compensationwill 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, thenthe remaining provisions will continue in full force and effect.

 

(d) **Successorsand Assigns**. This Agreement will be binding upon Independent Contractor'sheirs, executors, administrators and other legal representatives and will be forthe 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) Itis executing this Agreement voluntarily and without any duress or undueinfluence by Fortis or anyone else; and

 

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

 

(c) Itsought the advice of an attorney of his choice if Independent Contractor wantedto before signing this Agreement.

 

 

 

FORTIS:

 

FortisEnterprises, a Nevada corporation

 

 

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

 

 

 

INDEPENDENTCONTRACTOR:

 

 

/S/MattLettau                                                    

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]*****