**Exhibit 10.29**

 

**Consulting Services Agreement**

 

ThisConsulting Services Agreement (“Agreement”), effective October 15, 2003 (“TheEffective Date”), is made by and between Vitrix, Inc., (“Customer”), andTodd P. Belfer (“Consultant”).

 

**WHEREAS**,Customer desires to obtain certain consulting services (“Services”); and

 

**WHEREAS**,Consultant has represented to Customer that it has the desire and expertise toprovide such Services; and

 

**WHEREAS**,Customer has agreed to retain Consultant to provide such Services on the termsand conditions set forth herein.

 

**NOW, THEREFORE**,in consideration of the mutual promises and for other good and valuableconsideration as hereinafter set forth, and intending to be legally boundhereby, Customer and Consultant (each a “Party” and collectively the “Parties”)agree as follows:

 

**1.SERVICES**

 

Consultantwill provide the Services described in Attachment A.

 

**2. FEESAND EXPENSES**

 

2.1         Fees.  In exchange for the Services, Customer shallprovide Consultant with 200,000 Vitrix stock options at a price of $.75 pershare.  The options will vest equally(50,000 per year) over a four-year period. The terms of your options will beset forth in a separate option agreement (the “Option Agreement”).  Consultant must continue as a member of theboard of directors of Customer in order for vesting to continue.

 

2.2         Expenses. Customer shall reimburse Consultant for all reasonable, out-of-pocketexpenses incurred in the performance of the Services, including, but notlimited to telephone calls, travel and accommodation charges, provided thatCustomer pre-approves any significant expenses.

 

**3.****CONFIDENTIAL INFORMATION**

 

Theterm “Confidential Information” means any and all documentation, material orinformation provided by Customer to Consultant, and all information regardingCustomer’s business affairs, customer’s finances, properties, methods ofoperation, data, systems, procedures, algorithms or computer programs whichConsultant may acquire possession or knowledge of in connection with theServices, except such information or data: (i) as Customer and Consultant(“the Parties”) agree in writing is not proprietary or confidential; or (ii) isotherwise in the public domain not as a result of a breach of any obligation ofconfidentiality owed to Customer by Consultant or any third party.

 

3.1         Obligationof Confidentiality.  Consultant shall use the ConfidentialInformation solely to provide the Services. Consultant agrees that, during the term of Services and up to a periodof three (3) years thereafter, it will hold the Confidential Informationin strict confidence.

 

**4. OWNERSHIP OF CONSULTANT’S EFFORTS**

 

Unlessotherwise agreed by the Parties, all Services rendered by Consultant and theresulting products of such Services, including but not limited to proposals,marketing or sales plans, presentations, licensing, service and otheragreements, reports and any other materials specifically prepared for Customer(“the Materials”), shall be considered “works made for hire” and all right,title and interest in such Materials shall be owned by Customer.

 

**5. TERMAND TERMINATION**

 

Theterm (“Term”) shall begin on the Effective Date and, unless otherwiseterminated in accordance with

 

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this Section, shall continue for a period of four(4) years from such date.  Upon theexpiration of this Term, the Parties may, at their option, elect to enter intoa different business arrangement.

 

5.1         Termination byCustomer.  Customer shall have the right to terminatethis Agreement, for reasons of non-performance, upon thirty (30) days notice inwriting.

 

5.2         Terminationby Consultant.** **Consultant shall have the right toterminate this Agreement, for any reason, upon thirty (30) days notice inwriting.

 

5.3         In theevent of termination, Consultant shall be entitled to compensation for anyServices provided prior to termination. Upon termination, Consultant shall, atthe request and option of Customer, either promptly return to Customer allConfidential Information and any Materials, together with any copies thereof,or provide Customer with a written notice certifying that all such items havebeen destroyed.

 

**6.LIMITATION OF LIABILITY**

 

**IN NOEVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL ORCONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR GOODWILL),EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CONSULTANT’S TOTAL AGGREGATE LIABILITY TOCUSTOMER OR TO ANY THIRD PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO THEPAYMENTS DUE OR PAID UNDER THIS AGREEMENT.**

 

**7.INDEPENDENT CONTRACTOR STATUS**

 

Consultantis an independent contractor under this Agreement and nothing herein shall beconstrued to create a partnership or joint venture between the parties.

 

**8.GOVERNING LAW**

 

Allquestions concerning the validity, operation, interpretation, and constructionof this Agreement will be governed by and determined in accordance with thelaws of the State of Arizona.

 

**9.SEVERABILITY**

 

Ifany provision of this Agreement shall be held illegal, unenforceable, or inconflict with any law of a federal, state or local government havingjurisdiction over this Agreement, the validity of the remaining portions orprovisions hereof shall not be affected thereby.

 

**10.NOTICES**

 

Allnotices and other communications required or permitted to be given under thisAgreement shall be in writing and shall be considered effective when depositedin the U.S. mail as registered mail, return receipt requested, postage prepaidor sent by courier and addressed to the parties at the addresses noted below,unless by such notice a different address shall have been designated inwriting.

 
| **For  Company:**                   | ** ** | **For  Customer**:    |
|-------------------------------------|------------|-----------------------|
| Attn.  Craig Smith                  |       | Attn:  Todd P. Belfer |
| Vitrix, Inc.                   |       |                  |
| 51  W. Third Street, Suite 310 |       |                  |
| Tempe,  AZ 85281                    |       |                  |

 

**11.  FORCE MAJEURE**

 

Notwithstandinganything else in this Agreement, no default, delay or failure to perform on thepart of either Party shall be considered a breach of this Agreement if suchdefault, delay or failure to perform is shown to be due to causes beyondreasonable control of the Party charged with a default, including, but notlimited to causes such as strikes, lockouts, or other labor disputes, riots,civil disturbances, actions or

 

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inactionsor governmental authorities or suppliers, epidemics, war, embargoes, severeweather, fire, earthquakes, acts of God or the public enemy, nuclear disasters,or default of a common carrier.

 

**12.  ENTIRE AGREEMENT**

 

ThisAgreement constitutes the entire agreement between Customer and Consultant inrelation to this subject matter, and supersedes all prior representations,proposals, discussions and communications, whether oral or in writing.  This may be modified only by an instrument inwriting, signed by both Parties.

 

**TheParties have caused this Agreement to be executed by their duly authorized representatives.**

 

 
| **Vitrix, Inc.** |   | **Todd P. Belfer** |
|-----------------------|--------|--------------------|
|                  |   |               |   |   |   |
| By:                   |   |               | By: |   |   |
|                  |   |               |   |   |   |
| Title:                |   |               | Title: |   |   |
|                  |   |               |   |   |   |
| Date:                 |   |               | Date: |   |   |

 

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**EXHIBIT A**

# **DESCRIPTIONOF SERVICES**

 

Serviceswill include but not necessarily be limited to the following:

 

1.               Work with investment bankers, brokers andindividual investors with intent to raise money for Customer.

 

2.               Introduce executives of Customer to potentialnew investors.

 

3.               Provide contacts and make introductions withlocal companies to facilitate the sale of the Customer’s products and servicesinto that base.

 

4.               Work with KCSA on Public Relations andInvestor Relations activities for Customer.

 

5.               Assist in Mergers and Acquisition candidatedefinition and potential acquisition process.

 

6.               Travel as necessary on behalf of Customer,including doing investor road shows.

 

7.               Spend time in strategy sessions withexecutives of Customer.

 

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