ableenergy_10q-ex1028.htm


     

    Exhibit
10.28


     

    Services
Agreement

     

    This
Services Agreement ("Agreement") is
entered into this 27th day
of August, 2007 between PriceEnergy.com,
Inc. ("PE"), A Delaware corporation
having its offices at 198 Green Pond Rd., Rockaway,
NJ, 07866
and Axis Consulting
Services, LLC,
a
Delaware Limited
Liability Corporation
located at 4
Pine
Grove
Terrace, Winooski, VT 05404 ("Consultant"), and collectively being referred
to as the "Parties" or
individually as a "Party".

     

    Recitals:

     

    
      
        	
                  A.   

              	
                Whereas, PE is a
      marketer of liquid energy products and other related energy products and
      services ("Products").

              


      

    

     

    
      
        	
                  B.   

              	
                Whereas,
      PE owns and operates a proprietary e-commerce technology platform that
      facilitates the sale
      and fulfillment of Products ("System").

              


      

    

     

    
      
        	
                  C.   

              	
                Whereas, PE, with
      the use of the System,
      manages the delivery
      of Products to PE's residential
      and commercial customers, which includes consumers who purchase
      directly from PE, as well as consumers who use the PE System
      to purchase from a PE
      retail
      channel partner,
      collectively
      referred
      to as
"Customers".

              


      

    

     

    
      
        	
                  D.  

              	
                Whereas, PE
      maintains a network of independent fuel distributors and other
      companies whom under agreement with PE, provide services to PE and/or
      Customers.

              


      

    

     

    
      
        	
                  E.   

              	
                Whereas,
      Consult t has certain knowledge, experience and skills that are desirable
      to PE and the Parties
      have determined it is desirable to enter into an
      agreement to
      secure the services of
Consultant.

              


      

    

     

     

    
      Therefore,
in
consideration of the respective covenants contained in the Agreement, the
parties agree as follows:

    

     

    
      
        	
                1.   

              	
                Term. Unless earlier terminated in accordance with Section 8, this agreement will include two
      phases.

              


      

    

     

    
      	
                    a.  

            	
              Phase
      1:
      Development and
      approval
      of a comprehensive
      marketing
      plan
      for
      The
      Energy Store, as further described in paragraph
      2, such development is expected to require an approximate
      half time commitment of a Full
      Time
      Equivalent ("FTE"), and a duration of two or
      three
      months commencing on or about August 27, 2007,
  and

            


    

    
       

      
        	
                      b.  

              	
                Phase
      2: Development, merchandising and management of The
      Energy
      Store, as
      further described
      in
      paragraph 2.
      The term
      of this phase
      will commence
      at the conclusion of Phase 1
      and
      extend until
      December 31, 2008 and is expected to require the minimum
      commitment
      of one FTE. At the end of the term, the Agreement will automatically
      terminate, unless extended in writing by agreement of the
      Parties.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                2.     

              	
                Obligations of Consultant. During the
      term of the Agreement, Consultant will serve as Manager of The
      Energy Store, an e-commerce retail sales portal for energy
      products and services, the scope and responsibilities and services as
      further described in the PE position description for
      Manager-The Energy
      Store, such position description is attached for
      reference.

              


      

    

     

    
      
        	
                3.     

              	
                Relationship of the Parties. The
      relationship of the Consultant with PE shall be that of an independent
      contractor and not an employee. Consultant shall be free from the control
      of
      PE
      with
      respect to Consultant's performance of the services as outlined in
      Section 2. Neither Party shall have the authority to contract for or bind
      the other Party in any manner and shall not represent itself as an agent
      of the other or as otherwise authorized to act for or on behalf of the
      other.

              


      

    

     

    
      
        	
                4.     

              	
                Fees. Consultant shall be paid a monthly
      fee of $2,750 for Phase 1 and a monthly fee of $5,600 for Phase
      2. PE and Consultant shall have the option, but not the obligation, to
      establish a performance based
      incentive plan based
      upon the achievement
      of
      performance
      objectives,
      as
      mutually
      agreed to by
      the Parties. Consultant shall invoice PE at the beginning of each calendar
      month. Payment is to be
      made by PE within thirty (30) days of invoice
      date.

              


      

    

     

    
      
        	
                5.    

              	
                Expenses. PE will reimburse Consultant
      for all reasonable, direct, out-of-pocket business travel expenses
      incurred while performing services as outlined in Agreement, including
      lodging, meals, mileage, tolls and parking. Such expenses shall not apply
      to travel expenses incurred for travel to PE
  headquarters.

              


      

    

     

    
      
        	
                6.    

              	
                Confidential Information. During the term
      of this Agreement, Consultant may be given access to confidential,
      proprietary, or other sensitive information or trade secrets of PE
      ("Confidential Information"). Consultant agrees to treat all Confidential
      Information as described in PE's standard Nondisclosure Agreement, such
      Nondisclosure Agreement is attached for reference and must be executed
      by
      Consultant in order for this Agreement to be
      effective.

              


      

    

     

    
      
        	
                7.    

              	
                Intellectual Property. All data,
      materials, software, intellectual property, processes, patents, copyrights
      and other information developed in conjunction with the performance of
      this Agreement shall be the property of PE. Upon termination of this
      Agreement, Consultant shall deliver to PE, without demand, all materials,
      data, software, intellectual property, manuals, books, reports and
      summaries developed and used in the performance of this
      Agreement.

              


      

    

     

    
      	
              8.            
        

            	
              Default. In the event that Consultant
      fails to satisfy its obligations under this Agreement, PE, using
      reasonable judgment,
      can terminate
      this
      Agreement upon 30
      days
      written notice, such decision in the sole discretion of
      PE.

            


    

     

    
      
        	
                9.            
      

              	
                Severability. If any provision of this
      Agreement is held to be invalid or unenforceable, the remaining provisions
      of this Agreement will remain in full
  force.

              


      

    

     

    
      
        	
                10.          
      

              	
                Entire Agreement. This Agreement, in
      combination with PE's Nondisclosure Agreement, constitutes the complete
      agreement between the Parties and that no other agreements, either written
      or oral, exist between the Parties.
      This Agreement shall
      be governed by the laws of the state of New
      Jersey.

              


      

    

     

    In
witness whereof, the Parties have caused their authorized
representatives
to execute this
Agreement effective
as of the date written above.

     

    
      
        	PriceEnergy.com,
      Inc. 	AXIS
      CONSULTING SERVICES, LLC 
	 	 
	By:            /s/ John
      Vrabel   
                                  	By:            /s/ Joseph
      Nocito                          
      
	 	 
	Name:       John
      Vrabel    
                                       	Name:       Joseph
      Nocito                                
      
	 	 
	Title:         C.O.O.                                               	Title:         President