Exhibit
      10.2

    


    CONSULTING
      AGREEMENT,
      dated
      the 8th
      day of
      October, 2008, by and between Xiom Corp, a Delaware corporation having executive
      offices at 78 Lamar Street, West Babylon, New York 11704 (the “Company”), and
      James W. Zimbler, doing business at 330 Innovation Blvd, Suite 330, State
      College, PA 16801 (the “Consultant”). 

    


    WITNESSETH:
      

    


    WHEREAS,
      the Consultant has considerable knowledge of and experience providing consulting
      services regarding the identification, evaluation, structuring, negotiating
      and
      closing of joint ventures, strategic alliances and business acquisitions as
      well
      as product development (the “Business”); and 

     

    WHEREAS,
      the Company desires to obtain the benefit of Consultant's special knowledge
      and
      experience regarding the identification, evaluation, structuring, negotiating
      and closing of joint ventures, strategic alliances and business acquisitions
      as
      well as product development; and 

     

    WHEREAS,
      the Company's management has determined that it would be in the best interest
      of
      the Company to make use of the Consultant's knowledge and experience; and


     

    WHEREAS,
      Consultant desires to serve as consultant to the Company; 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained the Company and the Consultant hereby agree as
      follows: 

     

    1.
      Term.
      The Company hereby engages Consultant to render the consulting services as
      hereinafter set forth, and Consultant hereby agrees to render such services
      for
      a period commencing the date hereof and terminating on September 30, 2009 (the
      “Term”). 

     

    2.
      Consulting Services. The Company hereby retains the Consultant, and the
      Consultant agrees, to render consulting and advisory services to the Company
      during the Term hereof in connection with the Business, from time to time,
      and
      as the Chief Executive Officer of the Company may reasonably request. Consultant
      shall not be required to expend any minimum number of hours hereunder and the
      rendering of all consulting services shall be subject in priority to
      Consultant's own business interests. 

     

    3.
      Consulting Fees. In consideration for (i) the availability of Consultant to
      render the services, (ii) the services to be rendered by Consultant during
      the
      Term, and (iii) the other provisions of this Agreement, the Company shall pay
      a
      fee of a total of 300,000 shares of common stock of the Company, to be included
      on a Registration Statement on Form S-8. It is expressly represented and
      warranted that none of the shares are being issued for services in connection
      with this Agreement are for any offer or sale of securities in a capital raising
      or to directly or indirectly maintain a market for the securities of the
      Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.
      Expenses. Upon submission of proper vouchers or other similar evidence of
      expenditures, the Company shall, upon request by Consultant, reimburse
      Consultant for all reasonable travel and out-of-pocket expenses incurred by
      Consultant in connection with services requested and rendered hereunder. All
      expense items require the prior approval of the Company. 

     

    5.
      Notices. All notices, requests, demands and other communications hereunder
      shall
      be in writing and shall be deemed to have been duly given when either served
      personally or two (2) business days after being sent priority next day delivery
      by a nationally recognized courier or three (3) business days after being mailed
      by certified or registered mail, return receipt requested; if to the Company
      or
      to Consultant, then at the respective address first above written, or to such
      address or to such persons as either party shall have last designated by written
      notice to the other. 

     

    6.
      Assignability. This Agreement shall inure to the benefit of and be binding
      upon
      the parties, their successors and permitted assigns. Neither party may assign
      this Agreement or its rights or obligations hereunder without the prior written
      consent of the other party. 

     

    7.
      Entire
      Agreement. This instrument constitutes the entire agreement of the parties
      hereto with respect to the subject matter hereof and supercedes all prior
      agreements and understandings, written or oral, among them with respect to
      the
      subject matter hereof. This Agreement may be modified only by a written
      instrument signed by the parties. 

     

    8.
      Governing Law. This Agreement shall be governed by and construed (both as to
      validity and performance) and enforced in accordance with the laws of the State
      of New York without giving effect to the conflicts or choice of law provisions
      thereof. 

     

    9.
      Counterparts. This Agreement may be executed in counterparts each of which
      shall
      be deemed an original and all of which taken together shall constitute one
      and
      the same agreement. 

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first above written. 

     

    Xiom
      Corp. 

    


    
      	
              /s/
                Andrew B. Mazzone

            
	
              By:
                Andrew B. Mazzone, President

            
	 
	
              /s/
                James W. Zimbler

            
	
              James
                W. Zimbler