CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (this “Agreement”)
      is
      effective as of November 12, 2008 (the “Effective
      Date”),
      by
      and between BBM Holdings, Inc. (the “Company”),
      a
      Utah corporation with offices at 1245 Brickyard Road, Suite 590, Salt Lake
      City,
      Utah 84106 and Dr. Shalom Hirschman (the “Consultant”),
      an
      individual residing at __________________. 

     

    BACKGROUND

     

    WHEREAS,
      the Company entered into a certain certain Asset Purchase Agreement, by and
      between the Company and the Consultant, dated as of November 12, 2008 to
      purchase certain assets from the Consultant; and

     

    WHEREAS,
      the Company desires to engage the Consultant to perform services for it from
      time to time, as requested by the Company, and the Consultant is willing to
      be
      engaged, on the terms and conditions set forth below; 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged and intending to be legally bound, IT IS
      AGREED:

     

    TERMS

     

    1. Engagement.
      Upon
      the terms and conditions set forth below, the Company hereby engages the
      Consultant to perform the Consulting Services (as defined below) and the
      Consultant hereby accepts such engagement.

     

    2.
      (a) Consulting
      Services.
      During
      the period commencing on the date of this Agreement and ending on December
      31,
      2009, unless mutually extended in writing between the parties (the “Consulting
      Term”),
      the
      Consultant shall at the request of the Company’s board of directors (the
“Board”)
      shall
      serve on a part-time basis as the Company’s Chief Executive Officer and provide
      consulting services at the request of the Board, including without limitation,
      as may be needed to lead acquisitions and product development (the “Consulting
      Services”).
      The
      Consultant shall report to the Board. The Consultant may at all times during
      the
      Consulting Term (as defined below) and thereafter be engaged in any other
      business activity, provided that he does not engage in any activities that
      are
      competitive, directly or indirectly, with the Company’s business while on the
      Company’s premises.  The
      Consulting Services shall be performed at mutually convenient times and at
      mutually convenient locations.   The Consulting Services shall be provided
      in telephone conversations or at the offices of the Company exclusively unless
      the Board reasonably requests that the Consulting Services be furnished in
      other
      cities and the Consultant determines in his sole discretion to do so.


     

    (b) Independent
      Contractor Status.
      The
      parties agree that the Consultant is an independent contractor of the Company,
      and is not an employee, partner, joint venturer, or agent of the Company.



    
      
        
        

      

      
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    (c) Indemnity.
      The
      Company shall indemnify and hold harmless the Consultant from and against any
      liability, loss, expense, damage, or injury suffered or sustained by it or
      him
      by reason of any acts, omissions or alleged acts or omissions arising out of
      his
      activities on behalf of the Company or in furtherance of the interests of the
      Company (including any judgment, award, settlement, and any reasonable
      attorneys’ fees and other costs or expenses incurred in connection with the
      defense of any actual or threatened action, proceeding, or claim and including
      any payment by the Consultant), but only if the conduct of the Consultant did
      not constitute gross negligence or willful misconduct and if the Consultant
      acted in a manner it reasonably believed to be in, or not opposed to, the best
      interests of the Company and, in the case of a criminal proceeding, had no
      reasonable cause to believe his conduct was unlawful. The termination of any
      action, suit, or proceeding by judgment, order, settlement, conviction, or
      upon
      a plea of nolo
      contendere
      or its
      equivalent shall not, of itself, create a presumption that the party to be
      indemnified did not act in a manner which he reasonably believed to be in,
      or
      not opposed to, the best interests of the Company or that he had reasonable
      cause to believe that his conduct was unlawful. 

     

    3. Compensation.
      During
      the Consulting Term, the Consultant shall be compensated for his Consulting
      Services and expenses set forth below:

     

    (a) Fees.
      In full
      consideration for the Consulting Services during the Consulting Term and all
      other obligations undertaken pursuant to this Agreement, the Company shall
      pay
      the Consultant the sum of $1, receipt of which is hereby
      acknowledged.

     

    (b) Expenses.
      The
      Company shall reimburse the Consultant for the reasonable expenses incurred
      by
      the Consultant in connection with the Consulting Services, payable upon receipt
      of a monthly invoice from the Consultant, subject to the delivery to the Company
      of appropriate documentation of such expenses. The Consultant shall not incur
      any travel or other substantial expenses without the prior written approval
      of
      the Company, nor shall the Consultant be reimbursed for any such
      expenses.

     

    (c) No
      Employee Benefits.
      As an
      independent contractor, the Consultant shall not be entitled to any of the
      benefits, privileges or coverage made available to employees of the Company,
      including, without limitation, social security, unemployment, medical, or
      pension payments or insurance. The compensation paid to the Consultant pursuant
      to this Agreement is not subject to federal, state, or local tax withholdings
      and the Consultant is responsible for all tax liability incurred by the
      Consultant.

     

    4. Term
      and Termination.
      This
      Agreement shall commence as of the Effective Date and shall terminate on the
      close of business on December 31, 2009, unless the Consulting Term is mutually
      extended in writing between the parties, in which case this Agreement shall
      terminate on the close of business on the date on which the Consulting Term
      is
      to expire, except for the provisions of Sections 2(c), 4, 5, 6 and 7 which
      shall
      survive indefinitely. 


    
      
        
        

      

      
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    (a) Consultant’s
      Duties Upon Termination.
      The
      Consultant shall (i) promptly deliver to the Company all of the Consultant’s
      Work Product (as defined below); and (ii) return to the Company all property
      belonging to the Company or used in its business and in the Consultant’s
      possession. Notwithstanding the termination of Consulting Services, the
      Consultant shall continue to be bound by the covenants set forth in Section
      5,
      Section 6 and Section 7.

     

    (b) Duties
      Upon Termination.
      After
      termination of the Consulting Term, upon reimbursement of expenses pursuant
      to
      Section 3(b), all obligations of the Company to the Consultant shall cease,
      and
      Consultant shall have no obligations to the Company except pursuant to Section
      5, Section 6 and Section 7 of this Agreement.

     

    5. Work
      Product.
      The
      Consultant acknowledges that any and all writings, documents, know-how, plans,
      memoranda, research, and data that the Consultant makes, conceives, discovers
      or
      develops, either solely or jointly with any other person, at any time during
      the
      term of the Consultant’s engagement, whether during working hours, at a Company
      facility, or at any other time or location, and whether upon the request or
      suggestion of the Company or otherwise, that arise from or are related to the
      Consultant’s performance of the Consulting Services hereunder (collectively,
“Work
      Product”),
      shall
      be the sole and exclusive property of the Company. The Consultant shall deliver
      all deliverable Work Product and instruments of assignment or transfer thereof
      to the Company at its request without any charge therefor.

     

    6. Confidentiality;
      Non-solicitation; Invention and Non-Compete Agreement.

     

    (a) Confidentiality.
      The
      Consultant acknowledges the time and expense incurred by the Company in
      connection with developing proprietary and confidential information in
      connection with its business and operations. The Consultant agrees that during
      the Term and for a period of three (3) years thereafter, he will not divulge,
      communicate, use to the detriment of the Company or for the benefit of any
      other
      person, firm or entity, or misappropriate in any way, any confidential
      information or trade secrets relating to the Company or any of its businesses
      including without limitation, business strategies, operating plans, strategies,
      financial information, market plans or analyses, potential acquisitions or
      strategic transactions, personnel information, trade processes, manufacturing
      methods, know-how, customer lists and relationships, supplier lists, or other
      non-public proprietary and confidential information relating to the Company
      (collectively, “Confidential
      Information”),
      provided that,
      Confidential Information shall not include information which becomes generally
      available to the public through no breach by the Consultant of the provisions
      of
      this Section 6(a).

     

    (b) Non-Solicitation.
      Commencing on the Effective Date and continuing until six (6) months after
      the
      date of termination of the Consultant’s engagement, the Consultant shall not,
      directly or indirectly, for himself or on behalf of any other person, firm
      or
      entity, employ, engage or retain any person who at any time during the preceding
      six (6) month period shall have been an employee of the Company, or contact
      any
      employee of the Company for the purpose of soliciting or diverting any such
      employee from the Company or otherwise interfering with the business
      relationship of the Company with any of the foregoing. 


    
      
        
        

      

      
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    (c) Invention
      Assignment and Non-Compete Agreement.
      In
      connection with Consultant’s engagement by the Company, Consultant shall enter
      into with the Company, and during the Consulting Term and any other period
      thereafter as set forth therein, hereby agrees to be bound by the terms and
      conditions of, that certain Invention Assignment and Non-Compete Agreement,
      to
      be dated as of the even date herewith (the “Invention
      Assignment and Non-Compete Agreement”),
      a
      form of which is annexed hereto as Annex
      1.

     

    (d) Acknowledgement.
      The
      Consultant acknowledges that his services hereunder and covenants herein are
      an
      essential inducement to the Company’s entering into this Agreement. Without
      limiting the foregoing, the Consultant further acknowledges that the
      Consultant’s agreement to the covenants set forth in Section 6 (including
      without limitation, his agreement to enter into and be bound by the terms and
      conditions of the Invention Assignment and Non-Compete Agreement pursuant to
      Section 6(c)) was an essential inducement to the Company’s entering into this
      Agreement and that the Company would suffer irreparable harm upon a breach
      of
      the foregoing covenant or agreement. Accordingly, the Consultant shall be bound
      by the provisions hereof (including the provisions of Section 5 or this Section
      6 to the maximum extent permitted by law, it being the intent and spirit of
      the
      parties that this Agreement shall be fully enforceable). 

     

    (e) Specific
      Enforcement.
      The
      Consultant acknowledges that the services to be rendered under the provisions
      of
      this Agreement are of a unique nature and that it would be difficult or
      impossible to replace such services and that by reason thereof the Consultant
      agrees and consents that if he violates the provisions of Section 5 or this
      Section 6, the Company, in addition to any other rights and remedies available
      under this Agreement or otherwise, shall be entitled to an injunction to be
      issued or specific enforcement to be required (without the necessity of any
      bond) restricting the Consultant from committing or continuing any such
      violation.

     

    (f) Return
      of Material.
      In the
      event of the termination of this Agreement for any reason whatsoever, the
      Consultant shall promptly surrender and deliver to the Company (without
      retaining any copies), all records, documents, materials, reports, analysis
      or
      other materials of any nature pertaining to or derived from any Confidential
      Information.

     

    (g) Suspension
      of Payments.
      If the
      Consultant has breached any provision of Section 5 or this Section 6, the
      Company shall be entitled to suspend all payments due the
      Consultant.

     

    (h) Savings
      Provision.
      If any
      restriction set forth in Section 5 or this Section 6 is found by any court
      of
      competent jurisdiction to be unenforceable because it extends for too long
      a
      period of time or over too great a range of activities or in too broad a
      geographic area, it shall be interpreted to extend only over the maximum period
      of time, range of activities or geographic area as to which it may be
      enforceable.


    
      
        
        

      

      
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    (i) Survival.
      The
      covenants and agreements set forth in Section 5 or this Section 6 shall survive
      termination of this Agreement. 

     

    7. Miscellaneous.

     

    (a) Binding
      Nature of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of the Company and
      its
      successors and assigns and shall be binding upon the Consultant, and the
      Consultant's heirs and legal representatives.

     

    (b) Notice.
      Any
      notice required or permitted under this Agreement shall be given in writing
      to
      the parties at their respective addresses specified above, or at such other
      address for a party as that party may specify by prior notice, 

     

    (c) Assignment.
      The
      Company shall have the right to assign this Agreement and any such successor
      shall be bound by all of the provisions of this Agreement. The Consultant shall
      have no right to assign or delegate any of his rights, obligations or duties
      under this Agreement and any attempted assignment or delegation by the
      Consultant shall be void and of no force and effect.

     

    (d) Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York without regard to principles of conflicts of
      law.
      Each party hereby irrevocably consents and submits to the jurisdiction of any
      New York State or United States Federal Court sitting in the State of New York,
      County of New York, over any action or proceeding arising out of or relating
      to
      this Agreement and irrevocably consents to the service of any and all process
      in
      any such action or proceeding by registered mail addressed to such party at
      its
      address specified herein (or as otherwise noticed to the other party). Each
      party further waives any objection to venue in New York and any objection to
      an
      action or proceeding in such state and county on the basis of forum
      non conveniens.
      Each
      party also waives any right to trial by jury.

     

    (e) Entire
      Agreement.
      This
      Agreement and the Invention Assignment and Non-Compete Agreement contain the
      entire understanding between the Consultant and the Company relating to the
      subject matter hereof and supersede any prior oral or written agreements and
      understandings between them relating to the subject matter hereof. No provision
      of this Agreement may be modified, waived or discharged unless such
      modification, waiver, or discharge is agreed to in writing by both the Company
      and the Consultant. In the event of any conflict between this Agreement and
      the
      Invention Assignment and Non-Compete Agreement, the terms of the Invention
      Assignment and Non-Compete Agreement shall govern.

     

    (f) Provisions
      Separable.
      The
      provisions of this Agreement are independent of and separable from each other,
      and no provision shall be affected or rendered invalid or unenforceable by
      virtue of the fact that for any reason any other provision may be invalid or
      unenforceable in whole or in part.


    
      
        
        

      

      
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    (g) Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be binding as
      of
      the date first written above, and all of which shall constitute one and the
      same
      instrument. Each such copy shall be deemed an original, and it shall not be
      necessary in making proof of this Agreement to produce or account for more
      than
      one such counterpart.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned agree to the terms and conditions contained herein and hereby
      acknowledge the same by affixing their signatures below as of the date and
      year
      first above written.

     

    
      	 	
              BBM
                HOLDINGS, INC.

            
	 	 
	 	
              By:

            	
               
                /s/ Andrew Limpert

            
	 	 	
               
                Name:  Andrew Limpert

            
	 	 	
                Title:   
                President and CEO

            
	 	 	 
	 	
              /s/
                Shalom Hirschman

            
	 	
              Shalom
                Hirschman

            


    

     

    
      
        
        

      

      
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