KBS International Inc.: Exhibit 10.28 - Filed by newsfilecorp.com






Exhibit 10.28

CONSULTING AGREEMENT 

This consulting agreement (“Agreement”) is effective as of
December 20, 2010 (the “Effective Date”) by and between Bay Peak 1 Opportunity
Corp., a Nevada corporation, (the “Company”) and bayPeak, llc (the
“Consultant”). 

R E C I
T A L S


WHEREAS, the Consultant has certain experience, skills, and
knowledge with respect to business development activities; 

WHEREAS, the Company desires to retain a consultant with such
experience, skills, and knowledge. 

NOW THEREFORE, IT IS AGREED as follows: 

1.         
Consultancy. The Company hereby retains the Consultant, commencing on the
Effective Date of this Agreement and continuing until terminated in accordance
with Section 10. 

2.         
Services. The Consultant shall provide personal consultation services
(the “Services”) to the Company with respect to the Company’s business
development activities. All services to be provided by the Consultant under this
Agreement shall be initiated on behalf of the Company by Cory Roberts or other
officer of the Company. 

3.         
Employment of Assistants. The Consultant may, at the Consultant’s own
expense, employ such assistants as the Consultant deems necessary to perform the
Services required of the Consultant by this Agreement and in conformity with the
terms of this Agreement. The Consultant assumes full and sole responsibility for
the payment of all compensation and expenses of these assistants and for all
state and federal income tax, unemployment insurance, Social Security,
disability insurance, and other applicable withholdings. 

4.         
Compensation. The Company agrees to pay to the Consultant for the
Consultant’s services under this Agreement: 

(a)          the
Consultant’s standard rates for time expended; and 

(b)         
reasonable out-of-pocket expenses, including for travel and third party
services. 

5.         
Time and Place of Providing Services. As long as the Consultant delivers
acceptable services to the Company in a timely fashion, the Consultant shall
generally have the discretion to determine the time of rendering services. 

6.         
Invoices. The Consultant shall periodically provide the Company with
invoices detailing the Consultant’s foes and expenses related to the Services
provided hereunder. The Company agrees to pay back such invoices within a
reasonable amount of time after receipt. 

7.         
Equipment, Documentation, and Specifications. The Consultant shall supply
all equipment and instruments required to perform the Services under this
Agreement, except when such equipment or supplies are unique to the Company in
which case the Company shall provide the Consultant with such equipment,
instruments, documentation, and specifications as may reasonably be required by
the Consultant for performance of duties under this Agreement. Such equipment,
instruments, documentation, and specifications shall at all times remain the
property of the Company. Upon termination of this Agreement, the Consultant
agrees to promptly deliver to the Company all such equipment, documentation, and
specifications, as well as all records, manuals, books, blank forms, letters,
notes, notebooks, reports, data, schematics, drawings, designs, or copies of the
foregoing, and all other trade secrets, property, and confidential information
of the Company. 




8.         
Nondisclosure. The Consultant shall protect and guard the Company’s
confidential information. The Consultant agrees that all confidential
information of the Company will remain the sole property of the Company.
Further, the Consultant recognizes that the Company has received and in the
future will receive from third parties their confidential or proprietary
information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. The Consultant agrees that, during the term of this Agreement and
thereafter, Consultant owes the Company and such third parties a duty to hold
all such confidential or proprietary information in the strictest confidence and
not to disclose it to any person, firm, or corporation or to use it except as
necessary in carrying out the Services for the Company consistent with the
Company’s agreement with such third party. 

9.         
Limitation of Liability. In no event shall the Consultant be liable for
any direct, indirect, incidental, special, or consequential damages arising out
of or in connection with the Services provided under this Agreement. 

10.         
Term/Termination. This Agreement shall remain in full force and effect
until terminated upon the mutual agreement by the parties. 

11.         
Assignment. This Agreement may not be assigned by either party without
the prior approval in writing by the other party. 

12.         
Severability. If any provision of this Agreement shall be held to be
invalid, illegal, or unenforceable, the validity, legality, or enforceability of
the remaining provisions shall not be in any way affected or impaired thereby.


13.         
Entire Agreement. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all prior and
contemporaneous negotiations, correspondence, understandings, and agreements of
the parties, except as otherwise provided herein, relating to the subject matter
hereof. It may be amended only by an agreement in writing, signed by the
parties. 

[Signature Page Follows] 

 

2 





	SIGNED BY: 	  
	 	 
	Date: December 20, 2010 	Date:
    ___________________________________
	 	 
	BayPeak 1 Opportunity Corp. 	bayPeak, llc 
	 	 
	/s/ Christopher Jensen 	
    _______________________________________ 
    
	By: Christopher Jensen, Secretary 	By: Cory Roberts, Manager 


[Signature Page to Consulting Agreement] 





	SIGNED BY: 	  
	 	 
	Date:
    ___________________________________	Date:
      December 20, 2010                                                 
     
	 	 
	BayPeak 1 Opportunity Corp. 	bayPeak, llc 
	 	 
	 ___________________________________	
    /s/
      Cory Roberts                                                              
     
	By: Christopher Jensen, Secretary 	By: Cory Roberts, Manager 


 

[Signature Page to Consulting Agreement]