ConsultING
Agreement


 


 


This Consulting Services Agreement (“Agreement”)
effective as of March 4, 2013 (the “Effective Date”), by and between ABSOLUTE LIFE SOLUTIONS, INC. (“ALSO”),
a corporation organized under the laws of the State of Nevada, USA on behalf of its wholly owned subsidiary, Infinity Augmented
Reality LLC (“Infinity AR”) and Yossi Shemesh (“Shemesh”).


 


The above parties shall be individually
referred to as a “Party” and collectively as the “Parties”.


 


		WHEREAS,	ALSO and Infinity AR desires that Shemesh provide to Infinity
AR certain Services (as defined herein below), as more fully set forth herein in consideration of the fees set forth herein; and



 


		WHEREAS,	Shemesh has represented to ALSO and Infinity AR that it has the necessary resources, personnel
and technical knowledge to provide the Services; and



 


		WHEREAS,	the Parties are interested in determining their rights
and obligations with respect to the Services to be rendered by the Parties.



 


NOW, THEREFORE, in consideration
of the mutual covenants, conditions and premises set forth herein, the Parties agree as follows:


 


		1.	Services



 


Shemesh shall render to Infinity
AR, the services as detailed in Exhibit A attached hereto, which may be amended from time to time by the mutual consent
of the Parties (collectively, the “Services”).


 


		2.	Warranties and Covenants of the Parties



 


		2.1.	Shemesh warrants that it shall perform the Services diligently, efficiently and professionally,
and will use its best efforts to perform the Services in compliance with the required level of quality and performance.



 


		2.2.	Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations.



 


		3.	Reports



 


Shemesh will provide to Infinity
AR a monthly report in a form reasonably acceptable to Infinity AR.


 


		4.	Consideration



 


		4.1.	In consideration of the Services, Shemesh shall be entitled to receive a one-off fee of 600,000
Non-Qualified Stock Options (the “Options’) substantially in the Form annexed hereto. 200,000 Options shall be issued
upon Effective Date of this agreement and the balance shall be issued within 5 days after ALSO has received all necessary authorizations
and consents for its 2013 Equity Incentive Plan. The Options shall have an exercise price of $0.10 vesting on March 4, 2013 and
expiring on March 5, 2018 (the “Fee”).



 


		4.2.	Other than the Fee due pursuant to Sections 4.1 of this agreement, no further payments will be
due. The Board of Directors of ALSO has determined that the consideration for issuance of the shares is fair.



 


		4.3.	Each Party shall be responsible for its own taxes in connection with payments due by such Party
in connection with this Agreement.



 




    	 



    	 



    

 


 


		5.	Term and Termination



 


This Agreement shall continue
in effect for a period of 12 months from the Effective Date and shall be automatically renewed thereafter for successive additional
6 (six) month periods, unless either Party shall give the other Party notice of non-renewal not less than 15 days prior to the
end of the original term or of any such renewal period.


 


		6.	Limitation of Liability



 


NEITHER PARTY WILL BE LIABLE
UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE PROVISION OF THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT,
STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (i) LOSS OF PROFITS, REVENUES OR SALES; (ii) LOSS
OF BARGAIN; (iii) LOSS OF OPPORTUNITY; (iv) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (v) LOSS OF TIME ON THE PART
OF MANAGEMENT OR OTHER STAFF; (vi) PROFESSIONAL FEES OR EXPENSES; (vii) BUSINESS INTERUPTION, RELATED TO THIS AGREEMENT OR THE
SERVICES PROVIDED HEREUNDER, (viii) DAMAGE TO OR LOSS OF DATA; OR (ix) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.


 


SUBJECT TO THE ABOVE, EACH
PARTY’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF THE SERVICE HEREUNDER (AND WHETHER IN CONTRACT,
TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO A SUM EQUAL TO 100% (ONE HUNDRED PERCENT) OF THE TOTAL SUMS PAID
BY INFINITY AR TO SHEMESH IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO LIABILITY.


 


EACH PARTY UNDERSTANDS AND
AGREES THAT, WITH RESPECT TO THE SERVICE: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO
CUSTOMERS OR SUBSCRIBERS FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NONDELIVERY; (B) NEITHER PARTY WILL BE LIABLE
TO CUSTOMERS AND/OR SUBSCRIBERS FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR
REASONABLE CONTROL.


 


		7.	Intellectual Property Rights.



 


		7.1.	Shemesh hereby acknowledges, confirms and agrees that any and all title, interest and right, of
any type or nature whatsoever, in any Intellectual Property Rights (as defined below) which is or shall be either: (i) disclosed,
communicated or delivered to Shemesh by Infinity AR or any of its directors, officers or agents; or (ii) made, conceived or created
by Shemesh or any of its employees, directors, officers, consultants or sub-contractors in the provision of the Services during
the Term, is and shall be the sole and exclusive property of Infinity AR for all intents and purposes. Neither this Agreement nor
any other agreements or understandings there may be between the Parties, if any, shall be construed to constitute a grant to Shemesh
of any Intellectual Property Rights, except for the sole and limited purpose of fulfilling its obligations under this Agreement.
Without limiting the generality of the aforesaid, Shemesh hereby irrevocably assigns to ALSO in all jurisdictions, all right, title
and interest to any Intellectual Property Rights developed by it in the provision of the Services. Shemesh agrees to cooperate
with ALSO in respect of the preparation, filing and prosecution of any application related to Intellectual Property Rights that
may be filed by ALSO or Infinity AR.



 


 


 




    	 



    	 



    

 


 


		7.2.	Notwithstanding anything else to the contrary herein, the obligations under this Section shall
survive the termination of this Agreement.



 


"Intellectual Property
Rights" means patent rights, copyrights, trademark rights and any and all other intellectual property rights in inventions,
improvements, designs, ideas, concepts, innovations, designs, original works of authorship, formulas, concepts, techniques, know
how, methods, systems, processes, compositions of matter, computer software programs, databases, mask works, and trade secrets;
each of the above whether patentable, copyrightable or protected as trade secrets, irrespective of whether it has been registered
in a patent, copyright, trademark or other form, and irrespective of whether it constitutes a commercial or professional secret.


 


		8.	Confidential Information.



 


		8.1.	Shemesh covenants and undertakes that, during the Term and thereafter, absent ALSO's prior written
consent, all information, written or oral, relating directly or indirectly to this Agreement, the Services, ALSO, Infinity AR or
their respective businesses (actual or planned), disclosed to it, its consultants, employees, subcontractors and affiliates, by
ALSO or Infinity AR, developed by it or its consultants, employees, subcontractors and affiliates. or which otherwise became known
to them in connection with the performance of this Agreement, including, without limitation, any and all patent applications, drawings,
specifications, test results, techniques, diagrams, charts, plans, statements, assessments, analyses, estimates, views and opinions,
know-how, processes, machines, practices, inventions, improvements and records (the "Information"), shall be maintained
by them in full and absolute confidence, and they shall not use such Information, directly or indirectly, in whole or in part,
for their own benefit or for any purpose whatsoever except as specifically and explicitly provided herein. Shemesh will be responsible
for ensuring that the obligations of confidentiality and non-use contained herein are observed by its consultants, employees, subcontractors
and affiliates.



 


		8.2.	Notwithstanding anything else to the contrary herein, the obligations under this Section 8 shall
survive the termination of this Agreement.



 


		9.	Non-Competition



 


Shemesh agrees and undertakes
that it will not, so long as the Agreement is in effect and for a period of twelve (12) months following termination of the Agreement,
for any reason whatsoever, directly or indirectly, in any capacity whatsoever, engage in, become financially interested in, be
employed by, or have any connection with any business or venture that is engaged in any activities competing with the activities
of Infinity AR in the field of Augmented Reality.


 


		10.	Assignment



 


Neither Party shall assign
its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other Party. To avoid any
doubt, each Party shall be entitled to enter into agreements with subcontractors without requiring the consent of the other Party,
provided that such Agreements fully incorporate the provisions of Sections 7, 8, and 9 of this Agreement. Notwithstanding the foregoing,
if ALSO and Infinity AR merge or otherwise consolidate by operation of law or otherwise, this Agreement shall remain in force for
the benefit of the surviving or consolidated entity.


 




    	 



    	 



    

 


		11.	Governing Law



 


Any dispute or claim arising
out of or relating to services covered by this letter agreement shall be resolved by mandatory arbitration through JAMS under its
simplified arbitration rules. Such arbitration shall take place in New York, New York. Judgment in any arbitration may be entered
in any court having jurisdiction. Subject to the foregoing, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, USA and the Parties irrevocably submit to the jurisdiction of the courts of New York, USA with
respect to any dispute or matter arising out of or in connection with this Agreement. Each of the Parties hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of
any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.


 


		12.	Independent Contractors



 


Each Party is acting in performance
of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned
to perform the Services.


 


		13.	Miscellaneous



 


		13.1.	This Agreement shall not be modified or amended except by a written instrument, signed by the Parties
hereto.



 


		13.2.	No waiver or failure to act with respect to any breach or default hereunder, whether or not the
other party has notice thereof, shall be deemed to be a waiver with respect to any subsequent breach or default, whether of similar
or different nature.



 


		13.3.	If any part of this Agreement is determined to be invalid, illegal or unenforceable, such determination
shall not affect the validity, legality or enforceability of any other party of this Agreement; and the remaining parts shall be
enforced as if such invalid, illegal, or unenforceable part were not contained herein.



 


		13.4.	Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all
such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement,



 


IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above
written.


 


	 	 	 
	[Infinity AR]	 	[Shemesh]
	 	 	 
	By:	 /s/ Avrohom Oratz	 	By:	/s/ Yossi Shemesh
	Name: Avrohom Oratz	 	Name: Yossi Shemesh
	Title: President	 	Title: 	 
	 	 	 
	 	 	 	 	 


 




    	 



    	 



    

 


Exhibit A


SERVICES


 


FACE RECOGNITION CONSULTING


 


AUGMENTED REALITY (“AR”)
FACE RECOGNITION CONSULTING


 


SUPPORT & TROUBLESHOOTING