Unassociated Document


    CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT ("Agreement")
is
      made and
      entered into this 18th day of December, 2007 by and between Walter Weisel (the
      "Consultant") and
      Robotic Workspace Technologies, Inc. (“RWT”),
a
      wholly owned
      subsidiary of Innova Robotics and Automation, Inc. (“Innova”),
a
      Delaware
      corporation (together RWT and Innova are referred to herein as the "Corporation").

     

    R
      E C I T A L S:

     

    
      	
              A.  

            	
              Consultant
                has substantial experience in the field of robotics, including as
                an
                executive with the Corporation.

            


    

     

    
      	
              B.  

            	
              The
                Corporation has certain proprietary intellectual property that it
                desires
                to license and has spent considerable time and effort developing
                relationships, concepts, plans and ideas in connection with the further
                development, marketing, manufacturing and selling a robotics chair
                for use
                in the rehabilitation industry which was initially developed by NIST
                and
                is currently being further developed at Florida Gulf Coast University
                in
                Fort Myers, Florida. The robotics chair is referred to herein as
                the
                “HLPR
                Chair.”

            


    

     

    
      	
                                       
                C.

               

            	
               The
                Company desires to retain the Consultant to (i) obtain licensing
                agreements and settlements with trade secret and patent violators
                of its
                intellectual property and (ii) to assist in obtaining funding and
                business
                opportunities for the Corporation with the HLPR Chair and the Consultant
                desires to accept the engagement. 

            


    

     

    NOW
      THEREFORE, in consideration of the promises, mutual covenants and agreements
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company and the Consultant
      do
      hereby agree as follows:

     

    
      	
               

            	
              1.
                Scope
                of
                Engagement. Corporation shall retain the Consultant to provide the
                services and for the compensation set forth below:
                

            


    

     

    a.
HLPR
      Chair. Subject
      to the terms of this Consulting Agreement, Consultant
      shall have the exclusive right to market the HLPR Chair for the benefit of
      the
      Corporation and its shareholders on terms acceptable to the Corporation.
      Consultant shall not at any time either during the six (6) month period of
      the
      Consulting Agreement or for eighteen months (18) months thereafter, market
      the
      HLPR Chair for the benefit of any other party, unless expressly approved in
      writing by the Corporation. Consultant acknowledges and agrees that during
      the
      term of his employment as an Executive with the Corporation, he developed
      certain concepts, ideas, plans and other confidential information regarding
      the
      HLPR Chair. Further, he requested that counsel to the Corporation at the expense
      of the Corporation, establish a not for profit organization, known as Robotic
      Rehabilitation Resources, Inc. (“RRR”) to enter a consulting agreement with
      NIST. Accordingly, Consultant agrees that the development work done with the
      HLPR Chair was and is for the benefit of the Corporation and further agrees
      as
      follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (i)  

            	
              On
                or prior to termination of this Consulting Agreement, Consultant
                will use
                his best efforts to cause RRR to enter an agreement in substantially
                the
                form presented to RRR (attached) and with a competitive royalty to
                be paid
                to RRR as may be mutually agreed by the Corporation and
                RRR.

            


    

     

    
      	
              (ii)  

            	
              If
                the Corporation and RRR are unable to enter an agreement, Consultant
                agrees that he will not use or disclose to any other party including
                RRR
                any ideas, concepts, technical information, or other intellectual
                property
                owned by Innova and its subsidiaries developed while he was employed
                by
                either Innova or RWT.

            


    

     

    
      	
              (iii)  

            	
              In
                addition Consultant agrees that so long as there is no agreement
                between
                the Corporation and any of its wholly owned subsidiaries, on the
                one hand
                and RRR, on the other hand, he will not be employed as an employee
                or
                independent contractor by any entity, including RRR, which is developing
                the HLPR Chair. If there is an agreement between Innova and/or one
                of its
                wholly owned subsidiaries and RRR, then Consultant may be engaged
                by RRR
                or any other entity bound by the agreement with the Corporation and/or
                its
                wholly owned subsidiary, but shall not disclose the Corporation’s
                confidential information to parties which are not subject to the
                terms of
                such Agreement between the Corporation and/or one of its subsidiaries
                and
                RRR.

            


    

     

    If
      Consultant obtains financing for the Corporation from the HLPR Chair which
      inures to the benefit of Corporation, Consultant shall be paid a fee equal
      to
      1.0% of the net cash proceeds to the Corporation. If Consultant obtains revenues
      or other income for the Corporation from the HLPR Chair which inures to the
      benefit of Corporation, Consultant shall be paid a fee equal to 7.5% of the
      net
      cash proceeds to the Corporation for the period ending the earlier of July
      1,
      2008, or the last date upon which the Corporation receives cash proceeds.

     

    
      	
              (iv)  

            	
              The
                Corporation shall direct all efforts with respect to a transaction
                regarding the HLPR Chair with Hill-Rom, and Hill Rom shall be excluded
                from the exclusivity provision of this consulting agreement and Consultant
                shall be entitled to a fee as set forth in (iii)
                above.

            


    

     

    
      	
               

            	
              b.
                Licensing
                and
                Legal Settlements regarding RWT Patents and Trade Secret Violations.
                Consultant shall have the nonexclusive right to license the
                RWT
                intellectual property (patents) and pursue compensation for trade
                secret
                violations, subject to the Corporation’s approval of any licensing
                agreement or trade secret award or settlement. Consultant shall be
                paid
                7.5% of all net revenues received by the Corporation during the period
                commencing on the date of this agreement through the date which is
                the
                third anniversary of this agreement from such licensing agreements
                or
                trade secret awards or settlement agreements entered as a direct
                result of
                Consultant’s efforts. Consultant shall advise the Corporation as to all
                third parties he intends to contact one week prior to such contact
                and
                such contact and information delivered to prospective patent or trade
                secret infringer/violator shall be in accordance with the Corporations
                established method of securing licensing revenues and trade secret
                awards
                or settlements. After proof of the delivery of the appropriate
                communications, the name of the targeted patent infringer or trade
                secret
                violator shall be entered onto the official list of qualified companies
                for which Consultant will be eligible to receive said compensation
                in
                accordance with this paragraph 1 (b) of this agreement. As of the
                date
                hereof, the only qualified company is KUKA.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (i)  

            	
              Consultant
                shall be reimbursed for all expenses which are pre-approved in writing
                by
                the Corporation.

            


    

     

    
      	
              (ii)  

            	
              All
                fees earned pursuant to this subsection 1 .b. shall be paid within
thirty
                days following the Corporations receipt of net revenues and related
                cash.
                

            


    

     

    
      	
              
                                                                                  
                  (iii)

              

            	
              
                During
                  the term of this Consulting Agreement, and any extensions so
                  agreed to by the Parties, Consultant shall report directly to the
                  Chief
                  Executive Officer (CEO) of the Corporation and shall limit all
                  communications to and from the CEO, unless otherwise specified
                  in writing
                  by the CEO. 

              

            


    

     

    
    

    
    

    1.
Performance.
The
      Consultant accepts the engagement described in Section 1 of this Agreement
      and
      agrees to devote such of his time as the Corporation and Consultant agree
      necessary in order to perform the services described herein.

     

    3.            
       Reimbursement
      of Expenses.
The Corporation shall reimburse Consultant for Consultant’s previously
      approved out of pocket expenses, on a monthly basis. Consultant shall provide
      the Company with copies of all bills associated with reimbursed
      expenses.

     

    4.            
       Surrender
      of Properties.
Upon termination of the Consultant's engagement with the Corporation,
      regardless of the cause therefore, the Consultant shall promptly surrender
      to
      the Corporation all property provided Consultant by the Corporation for use
      in
      relation to Consultant’s engagement.

     

    5.               
      Confidentiality
      of
      Information; Duty of Non-Disclosure.

     

    (a)
      The
      Consultant acknowledges and agrees that Consultant’s engagement by the
      Corporation under this Agreement necessarily involves Consultant’s understanding
      of and access to certain trade secrets and confidential information pertaining
      to the business of the Corporation. Accordingly, the Consultant agrees that
      after the date of this Agreement at all times Consultant will not, directly
      or
      indirectly, without the express written consent of the Corporation, disclose
      to
      or use for the benefit of any person, corporation or other entity, or for
      Consultant any and all files, trade secrets or other confidential information
      concerning the internal affairs of the Corporation, including, but not limited
      to, information pertaining to its trade secrets, business plans, clients,
      services, products, earnings, finances, operations, methods or other activities,
      provided, however, that the foregoing shall not apply to information which
      is of
      public record or is generally known, disclosed or available to the general
      public or the industry generally. Further, the Consultant agrees that Consultant
      shall not, directly or indirectly, remove or retain, without the express prior
      written consent of the Corporation, and upon termination of this Agreement
      for
      any reason shall return to the Corporation, any figures, calculations, letters,
      papers, records, computer disks, computer print-outs, lists, documents,
      instruments, drawings, designs, programs, brochures, sales literature, business
      plans or any copies thereof, or any information or instruments derived
      therefrom, or any other similar information of any type or description, however
      such information might be
      obtained or recorded, arising out of or in any way relating to the business
      of
      the Corporation or obtained as a result of his engagement by the Corporation
      except as disseminated to the public at large or industry generally. The
      Consultant acknowledges that all of the foregoing are proprietary information,
      and are the exclusive property of the Corporation. The covenants contained
      in
      this Section 10 shall survive the termination of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)
      The
      Consultant agrees and acknowledges that the Corporation does not have any
      adequate remedy at law for the breach or threatened breach by the Consultant
      of
      Consultant’s covenant, and agrees that the Corporation shall be entitled to
      injunctive relief to bar the Consultant from such breach or threatened breach
      in
      addition to any other remedies which may be available to the Corporation at
      law
      or in equity.

     

    6.            
      Term and
      Termination.

     

    (a)              
       Term.
This
      Agreement
      shall automatically terminate on June 19, 2008 (the

     

    “Effective
      Date”). Any
      extension must be in writing and signed by both parties.

     

    (b)           
 Termination
      for Just Cause.
The Corporation shall have the option to terminate the Engagement Period,
      effective immediately upon written notice of such termination to the Consultant,
      for Just Cause. For purposes of this Agreement, the term "Just Cause" shall
      mean
      the occurrence of any one or more of the following events: (a) the death or
      permanent total disability of the Consultant or Consultant’s absence from active
      engagement by reason of illness or incapacity for a period of sixty (60)
      consecutive days; (b) the breach by the Consultant of Consultant’s covenants
      under this Agreement; (c) the commission by the Consultant of theft or
      embezzlement of Corporation property or other acts of dishonesty; (d) the
      commission by the Consultant of a crime resulting in injury to the business,
      property or reputation of the Corporation or any affiliate of the Corporation
      or
      commission of other significant activities harmful to the business or reputation
      of the Corporation or any affiliate of the Corporation; (e) the willful refusal
      to perform or substantial neglect of the activities to be performed by the
      Consultant pursuant to Section 1 hereof; or (f) termination of the business
      of
      the Corporation for any reason.

     

    Upon
      termination of the engagement period for Just Cause, the Consultant shall have
      no rights to any future fees for any period beyond the effective date of
      termination.

     

    7.       
      Independent
      Contractor. Consultant’s relationship to the Company is one of
      independent contractor and nothing contained in this Agreement shall be
      construed to imply that Consultant is an agent or employee of the Company for
      any purpose, including, without limitation, withholding for purposes of Social
      Security or income taxes, or entitlement to any insurance, retirement or other
      employee benefits offered by the Company except as set forth in that certain
      Termination and Retirement Agreement of even date herewith. Consultant
      acknowledges and represents to the Company that he understands and will assume
      all state, local, and federal reporting requirements for an independent
      contractor. Consultant shall have no right, power or authority to create any
      obligation, expressed or implied, or to make any representation on behalf of
      the
      Company, except as may be expressly authorized in writing from time to time
      by
      the Company and then only to the extent of such authorization.

     

    8.             
      General
      Provisions.

     

    (c)
Goodwill.
The
      Corporation has invested substantial time and money in the development of its
      products and services, soliciting clients and creating goodwill. By accepting
      this Consulting Agreement with the Corporation, the Consultant acknowledges
      that
      the customers are the customers
      of the Corporation and that any goodwill created by the Consultant belongs
      to
      and shall inure to the benefit of the Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)            
       Notices.
Any
      notice
      required or permitted hereunder shall be made in writing (i) either by actual
      delivery of the notice into the hands of the party hereunder entitled, or (ii)
      by the mailing of the notice in the United States mail, certified or registered
      mail, return receipt requested, all postage prepaid and addressed to the party
      to whom the notice is to be given at the party's respective address as set
      forth
      below:

     

    If
      to the
      Corporation:

     

    Innova
      Robotics and Automation, Inc.

    P.O.
      Box
      08278

    Fort
      Myers, Florida 33908

    Attention:
      Eugene Gartlan, Chief Executive Officer

     

    If
      to the
      Consultant:

     

    Walter
      Weisel

    6624
      Daniel Court

    Ft.
      Myers, Florida 33908 Attention: Walter Weisel

     

    The
      notice shall be deemed to be received in case (i) on the date of its actual
      receipt by the party entitled thereto and in case (ii) on the date which is
      three (3) days after its mailing.

     

    (e)            
       Amendment
      and Waiver.
No amendment or modification of this Agreement shall be valid or binding
      upon the Corporation unless made in writing and signed by an officer of the
      Corporation duly authorized by the Board of Directors or upon the Consultant
      unless made in writing and signed by Consultant. The waiver by the Corporation
      of the breach of any provision of this Agreement by the Consultant shall not
      operate or be construed as a waiver of any subsequent breach by Consultant.
      The
      waiver by the Consultant of the breach of any provision of this Agreement by
      the
      Corporation shall not operate or be construed as a waiver of any subsequent
      breach by Corporation.

     

    (f)            
       Entire
      Agreement.
This Agreement constitutes the entire agreement between the parties
      with
      respect to the Consultant's duties and payment as a Consultant to the
      Corporation, and there are no representations, warranties, agreements or
      commitments between the parties hereto with respect to Consultant’s engagement
      except as set forth herein.

     

    (g)               Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the internal
      laws (and not the law of conflicts) of the State of Florida. The Corporation
      and
      Consultant hereby irrevocably and unconditionally (i) agree that any action
      or
      proceeding arising out of or in connection with this Agreement shall be brought
      only in the State of Florida and not in any other state or federal court in
      the
      United States of America or any court in any other country, (ii) consent to
      submit to the exclusive jurisdiction of the state of Florida for purposes of
      any
      action or proceeding arising out of or in connection with this
      Agreement.

     

    (h)               Severability.
If
      any
      provision of this Agreement shall, for any reason, be held unenforceable, such
      provision shall be severed from this Agreement unless, as a result of such
      severance, the Agreement fails to reflect the basic intent of the parties.
      If
      the Agreement continues to reflect the basic
      intent of the parties, then the invalidity of such specific provision shall
      not
      affect the enforceability of any other provision herein, and the remaining
      provisions shall remain in full force and effect.

     

    (i)           
  
      Assignment. The
      Consultant may not under any circumstances delegate any of Consultant’s rights
      and obligations hereunder without first obtaining the prior written consent
      of
      the Corporation. This Agreement and all of the Corporation's rights and
      obligations hereunder may be assigned or transferred by it, in whole or in
      part,
      to be binding upon and inure to the benefit of any subsidiary or successor
      of
      the Corporation.

     

    (j)            
       Costs
      of Enforcement.
In the event of any suit or proceeding seeking to enforce the terms,
      covenants, or conditions of this Agreement, the prevailing party shall, in
      addition
      to all other remedies and
      relief that may be available under this Agreement or applicable law, recover
      his
      or its reasonable attorneys' fees and costs as shall be determined and awarded
      by the court.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, this Agreement is
      entered into on the day and year first above written.

     

    
      
        	 	CORPORATION:	 
	 	Innova
                Robotics and Automation, Inc. 	 
	
                 

              	
                By:
                  

              	/s/ 	 
	 	 	Eugene
                Gartlan	 
	 	 	CEO	 


      

    

     

    
      
        	
                 

              	
                 

              	CONSULTANT:	 
	 	 	 	 
	 	 	
                Walter
                  Weisel