wyds8100908ex10-1.htm


    
      

      

    

    
      EXHIBIT
10.1

      


      CONSULTING
AGREEMENT,

      DATED
SEPTEMBER 16, 2008

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      CONSULTING
AGREEMENT

      


      This
Consulting  Agreement (the "Agreement") is made and entered into as of
this 16th day of September, 2008, by and between Who’s Your Daddy, Inc., Inc., a
Nevada corporation, (the "Company") and BSW & Associates, located at 2020
Main Street, Suite 500, Irvine CA 92614 (the "Consultant")
(individually,  a "Party"; collectively, the "Parties").

      


      RECITALS

      


      WHEREAS,
Consultant has certain financial and accounting consulting experience;
and

      


      WHEREAS,
the Company wishes to engage the services of Consultant to assist the Company in
its finance, accounting and financial reporting requirements.

      


      NOW,
THEREFORE, in consideration of the mutual promises herein contained, the Parties
hereto hereby agree as follows:

      


      1.
CONSULTING SERVICES.

      


      Consultant
agrees to assist the Company with finance and accounting services and to provide
assist the Company with the preparation of filings as required under the
Securities and Exchange Act of 1934 ("SEC") (the "Consulting
Services").  Consultant hereby agrees to perform the Consulting
Services in a workmanlike manner.

      


      2. TERM
OF AGREEMENT.

      


      Either
Party hereto shall have the right to terminate this Agreement without notice in
the event of the death, bankruptcy, insolvency, or assignment for the benefit of
creditors of the other Party.  Consultant shall have the right to
terminate this Agreement if Company fails to comply with the terms of this
Agreement, including without limitation its responsibilities for compensation as
set forth in this Agreement, and such failure continues unremedied for a period
of 10 days after written notice to the Company by Consultant.  The
Company shall have the right to terminate this Agreement upon delivery to
Consultant of notice setting forth with specificity facts comprising a material
breach of this Agreement by Consultant if such breach shall remain uncured for
more than 10 days.

      


      3. TIME
DEVOTED BY CONSULTANT.

      


      It is
anticipated that the Consultant shall spend as much time as deemed necessary by
the Consultant in order to perform the obligations of Consultant
hereunder.  The Company understands that this amount of time may vary
and that the Consultant performs Consulting Services for other
companies.

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      4.
COMPENSATION TO CONSULTANT.

      


      As
compensation for past, present or future Consulting Services, and subject to the
terms and conditions of this  Agreement, Company will, upon entering
into this Agreement, authorize the issuance and delivery of $30,000 in shares of
the Company's common stock (the "Compensation Shares") to Brian Weiss, an
individual designated by Consultant for Consulting Services. The Compensation
Shares are measured based on the closing stock price on the business day
immediately preceding the filing of this Registration Statement on Form S-8
(“Registration Statement”).  As soon as reasonably practicable after
the full execution of this Agreement, Company agrees to file one or more
Registration Statements on Form S-8 with the SEC registering the Compensation
Shares to permit the public sale by the Consultant, and will use its reasonable
best efforts to maintain the effectiveness of this Registration Statement for so
long as an effective Registration Statement is required for the public sale by
the Consultant of the Compensation Shares.  In the event a
registration statement is not declared effective, such amount for services shall
be immediately due and payable in good funds.

      


      5.
INDEPENDENT CONTRACTOR.

      


      Both
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of its duties under this Agreement. Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of Company unless such status shall
be agreed upon and set forth in a writing signed by the parties.

      


      6.
CONFIDENTIAL INFORMATION.

      


      The
Consultant and the Company acknowledge that each will have access to proprietary
information regarding the business operations of the other and agree to keep all
such information secret and confidential and not to use or disclose any such
information to any individual or organization without the non-disclosing Party's
prior written consent.  Further, Consultant acknowledges that it will
have access to proprietary information regarding the business operations of
certain clients of the Company and agrees to keep all such information secret
and confidential and not to use or disclose any such information to any
individual or organization without the Company's prior written
consent.

      


      7.
INDEMNIFICATION.

      


      Each
Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless
the other Party (the "Indemnified  Party") from and against any and
all claims, damages, and liabilities, including any and all expense and costs,
legal or otherwise, caused by the negligent act or omission of the Indemnifying
Party, its subcontractors,  agents, or employees,  incurred
by the Indemnified Party in the investigation and defense of any claim, demand,
or action arising out of the work performed under this Agreement; including
breach of the Indemnifying Party of this Agreement.  The Indemnifying
Party shall not be liable for any claims, damages, or liabilities caused by the
sole negligence of the Indemnified Party, its subcontractors, agents, or
employees.

      


      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      The
Indemnified Party shall notify promptly the Indemnifying Party of the existence
of any claim, demand, or other matter to which the Indemnifying Party's
indemnification obligations would apply, and shall give them a reasonable
opportunity to settle or defend the same at their own expense and with counsel
of their own selection, provided that the Indemnified Party shall at all times
also have the right to fully participate in the defense.  If the
Indemnifying Party, within a reasonable time after this notice, fails to take
appropriate steps to settle or defend the claim, demand, or the matter, the
Indemnified Party shall, upon written notice, have the right, but not the
obligation, to undertake such settlement or defense and to compromise or settle
the claim, demand, or other matter on behalf, for the account, and at the risk,
of the Indemnifying Party.

      


      The
rights and obligations of the Parties under this Article shall be binding upon
and inure to the benefit of any successors, assigns, and heirs of the
Parties.

      


      8.
MISCELLANEOUS.

      


           (A)
The Parties submit to the jurisdiction of the Courts of the County of Orange,
State of California or, if there be subject matter jurisdiction, a Federal Court
empanelled in the State of California for the resolution of all legal disputes
arising under the terms of this Agreement.  This provision shall
survive the termination of this Agreement.

      


           (B)
If either Party to this Agreement brings an action on this Agreement, the
prevailing Party shall be entitled to reasonable expenses therefore, including,
but not limited to, attorneys' fees and expenses and court costs.

      


           (C)
This Agreement shall inure to the benefit of the Parties hereto, their
administrators and successors in interest.  This Agreement shall not
be assignable by either Party hereto without the prior written consent of the
other.

      


           (D)
This Agreement shall be constructed and interpreted in accordance with and
governed by the laws of the State of California.

      


           (E)
No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by the Parties.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
Party making the waiver.

      


           (F)
If any provision hereof is held to be illegal, invalid or unenforceable under
present or future laws effective during the term hereof, such provision shall be
fully severable.  This Agreement shall be construed and enforced as if
such illegal, invalid or  unenforceable provision had never comprised
a part hereof,  and the  remaining provisions hereof shall
remain in full force and effect and shall not be affected  by the
illegal, invalid or unenforceable provision or by its severance
herefrom.

      


           (G)
The above recitals are incorporated into this Agreement by this
reference.

      


           IN
WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the
day and year first above written.

      


      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      


      
        	
                COMPANY:

              	
                CONSULTANT:

              
	 
      	 
      
	
                WHO’S
      YOUR DADDY, INC.,

              	
                BSW
      & ASSOCIATES,

              
	
                a
      Nevada corporation

              	 
      
	 
      	 
      
	 
      	 
      
	
                /s/ Michael R.
      Dunn

              	
                /s/ Brian
      Weiss

              
	
                By:  Michael
      R. Dunn

              	
                By:  Brian
      Weiss

              
	
                Its:
      Chief Executive Officer

              	
                Its:
      Managing Director