exhibit_10-1.htm


    
      

    

    Exhibit 10.1

     

    
      Consulting
Agreement

       

      This
Consulting Areement (this “Agreement”) is made and entered into
this  4th day of  August, 2008, (the “Effective Date”) by and
between, Lowell Schultz.,(the “Consultant”), and Virtual
Payment Solutions, Inc., whose address is set forth below on the signature page
to this Agreement (the “Company”).

       

      
        	 1.           The
      Company hereby engages Consultant to provide the Company with general
      advice and consulting services all as more particularly described on Schedule
      A adjacent to the caption “Services” (the “Services”).  The
      Services will commence as of the effective date, and continue thereafter
      for a term set forth on Schedule
      A adjacent to the caption “Term and Termination” (the “Term”).   Consultant
      accepts the engagement subject to all of the terms and conditions
      herein.
      
                2.           This
      engagement is part-time, and as such, Consultant will provide the Services
      when and as requested by the Company from time to time at mutually
      agreeable times and places.  Consultant shall be free to provide
      services to other companies during the Term, provided that such services
      do not conflict with, or impair Consultant’s ability to provide the
      Services to the Company.

                3.           Consultant
      shall be compensated for the Services rendered pursuant to this Agreement
      as described on Schedule
      A adjacent to the caption Compensation.

                4.           The
      Company shall furnish Consultant with all information that is reasonably
      necessary for Consultant to perform the Services.  All such
      information provided by or on behalf of the Company shall be complete and
      accurate, not misleading, and Consultant shall be entitled to rely upon
      the accuracy and completeness of all such information without independent
      verification.

                5.           Each
      Party hereto shall indemnify and hold harmless the other from and against
      any and all losses, claims, damages, or liabilities to which that party
      may become subject, arising in any manner out of or
    in

              	 	 	connection
      with the subject matter of this Agreement that are caused by the
      indemnifying party, unless it is finally judicially determined that such
      losses, claims, damages, or liabilities resulted directly from the gross
      negligence, the willful misconduct, or the criminal acts of the
      indemnified party, and shall reimburse the indemnified party immediately
      upon demand for any legal or other expenses reasonably incurred by the
      indemnified party in connection with investigating, preparing to defend,
      or defending any lawsuits, claims, or other proceedings arising in any
      manner hereunder; provided, however, that in the event a final judicial
      determination is made that the indemnified party’s damages arose out of
      the indemnified party’s gross negligence, willful misconduct, or criminal
      acts, the indemnified party will remit to the indemnifying party any
      amounts reimbursed under this subparagraph.  The Company and
      Consultant agree that if any indemnification or reimbursement sought
      pursuant to the proceeding is finally judicially determined to be
      unavailable for a reason other than the gross negligence or the willful
      misconduct of Consultant or any of its controlling persons, affiliates,
      employees, or agents, as the case may be, then, whether or not Consultant
      is the indemnified party, the Company and Consultant shall contribute to
      the losses, claims, damages, liabilities, and expenses for which such
      indemnification or reimbursement is held unavailable in such proportion as
      is appropriate to reflect the relative benefits to the Company on the one
      hand, and Consultant on the other hand, in connection with the
      transactions to which


      

       

       

       

      
        
           

        

        
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          	such
      indemnification or reimbursement relates, and other equitable
      considerations; provided, however, that in no event shall the amount to be
      contributed by Consultant pursuant to this paragraph 6 exceed the amount
      of consulting fees actually received by Consultant hereunder.
      
                  6.            As
      used herein: “Confidential
      Information” means information, other than Trade Secrets, that is
      of value to its owner and is treated by its owner as confidential,
      including, but not limited to, any data or information defined herein as a
      Trade Secret, but which is determined by a court of competent jurisdiction
      not to rise to be a trade secret under applicable law; “Proprietary Information”
      means Confidential Information and Trade Secrets; and “Trade Secrets” means
      information without regard to form, including but not limited to,
      technical or non-technical data, formulas, patterns, compilations,
      programs, devices, methods, techniques, drawings, processes, financial
      data, financial plans, product plans, or a list of actual or potential
      customers or suppliers, which: (a) derives economic value, actual or
      potential, from not being generally known to, and not being readily
      ascertained by proper means by, other persons who can obtain economic
      value from its disclosure or use; and (b) is the subject of efforts that
      are reasonable under the circumstances to maintain its
      secrecy.  Consultant acknowledges and agrees that all
      Proprietary Information of the Company, and all physical embodiments
      thereof, are confidential to and shall be and remain the sole and
      exclusive property of the Company and that any Proprietary Information
      produced by Consultant during the Term shall be considered “work for hire”
      as such term is defined in 17 U.S.C. Section

                	 	 	      
                  101,
      the ownership and copyright of which shall be vested solely in the
      Company. 

                  7.           Consultant
      agrees that all Proprietary Information
      of the Company received or developed by Consultant as a result of
      Consultant’s engagement herunder will be held in trust and strict
      confidence.  Except as contemplated by the terms hereof or as
      required by applicable law or pursuant to an order entered, or subpoena
      issued, by a court of competent jurisdiction, Consultant shall not
      disclose Proprietary Information of the Company to any third party, other
      than to potential acquisition targets, strategic partners, or investors,
      who have executed a non-disclosure agreement restricting use of such
      Proprietary Information for the sole purpose of evaluating the Company for
      a possible transaction.

                  8.           Consultant
      will not, without the Company’s prior written consent, either directly or
      indirectly, on Consultant’s own behalf or in the service or on behalf of
      others, solicit, divert, or hire away, or attempt to solicit, divert, or
      hire away, any person employed by the Company, whether or not such
      employee is a full-time or a temporary employee of the Company and whether
      or not such employment is pursuant to written agreement and whether or not
      such employment is at will.

                  9.           The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provisions of this
      Agreement which shall remain in full force and effect.

                  10.           This
      Agreement shall not be amended or modified, except in writing signed by
      each of the parties, and shall be governed by and construed in accordance
      with the laws of the State of Arizona.  This Agreement may be
      signed in one or more counterparts all of which taken together are one and
      same document.

                


        

         

      

       

      
        In
witness whereof, duly authorized officers of the Company and Consultant have
executed this Agreement as of the Effective Date.

      

       

       

      
        
           

        

        
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                Lowell
      Schultz

                1605
      Renaissance Commons Blvd, #228

                Boynton
      Beach, Fl 33432

              	 	
                Virtual
      Payment Solutions, Inc.

                1180
      SW 36th
      Ave., #204

                Pompano
      Beach, Fl 33069

              
	
                 

                By:                                                              

              	 	
                      

                By:                                                              

              
	
                Lowell Schultz,
      Consultant

              	 	
                     David
      Rappa, Pres.

              


      

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
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       SCHEDULE
A

       

      


      


      
        	
                Services:

              	
                Product
      marketing services for payment gateway and wireless terminals

                 

              
	
                Term
      and Termination:

              	
                      This
      Agreement is for a period of 6 months

                 

                 

                 

              
	
                Payment
      for

                Services
      to be rendered

              	
                       $2600
      per month paid on 15th and 30th

                 

                 

                 

                 

              
	
                Additional
      Services included

              	 
      


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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