Consulting
Services Agreement


 


This
Consulting Services Agreement (the “Agreement”) is entered this
3rd of January 2017 (“Effective Date”) between Larry Bornstein, located at 8005 Valhalla Drive,
Florida 33446 (“Consultant”), and Cyclone Power Technologies,
Inc., located at 601 NE 26th Ct., Pompano Beach, FL 33064 (“Company”).


 


WHEREAS,
the Company requires the services of an expert to advise in financial, business and real estate matters, and the Consultant has
such experience and expertise;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties hereinafter set forth,
the parties hereto hereby agree as follows:


 


Engagement


 


	 	1.	Company
    hereby engages Consultant and Consultant hereby accepts the engagement to become a business consultant to the Company and
    to render such advice, consultation, information, and services to the Directors and/or Officers of the Company regarding public
    company financials and audit for the Company. Specifically, the Consultant shall be the lead for the company in dealing with
    the auditors and the company to completely manage the audit process, manage its timing, conference calls, all document flow
    and any other items required to complete the audit and public reporting. It shall be expressly understood that Consultant
    shall have no power to bind Company to any contract or obligation or to transact any business in Company’s name or on
    behalf of Company in any manner.


 


Term


 


	 	2.	The
    term (“Term”) of this Agreement shall commence on
    the date hereof and continue for twelve months (12) months. 


 


Compensation
and Fees 


 


	 	3.	Company
    agrees to pay and deliver to Consultant 10,000,000 shares of restricted common stock of the Company (the “Stock Consideration”)
    for each month of its services during the Term hereof. 
	 	 	 
	 	4.	The
    Stock shall be restricted bearing all appropriate legends. Shares shall be considered earned as of the Effective Date of this
    agreement. 


 




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Representations,
Warrants and Covenants 


 


	 	5.	The
    Company represents, warrants and covenants to the Consultant that Company has the full authority, right, power and legal capacity
    to enter into this Agreement and to consummate the transactions provided for herein. 
	 	 	 
	 	6.	In
    the performance of its duties hereunder, the Consultant represents, warrants and covenants to the Company that it shall comply
    with all laws, rules and regulation of the Securities Exchange Commission, FINRA, any securities exchange that the Company’s
    securities are then listed, the Federal Trade Commission and any and all other regulatory bodies. Consultant hereby indemnifies
    and holds the undersigned and the Company harmless for any breach of this paragraph including a reasonable sum for attorney
    fees. 
	 	 	 
	 	7.	The
    Consultant further represents that it and all individuals associated with it shall at all times conduct its business in a
    legal manner subject to all state and federal securities laws. This Agreement may be terminated immediately if this provision
    is breached or if any facts become known to the Company, in the Company’s sole and absolute discretion, that would lead
    it to believe otherwise, or that may do harm to the image and reputation of the Company. 


 


Exclusivity;
Performance; Confidentiality


 


	 	8.	The
    services of Consultant hereunder shall not be exclusive, and Company may hire other consultants to perform similar or the
    same services. The Consultant agrees that it will, at all times, faithfully and in a professional manner perform all of the
    duties that may be reasonably required of the Consultant pursuant to the terms of this Agreement. 
	 	 	 
	 	9.	Consultant
    acknowledges and agrees that confidential and valuable information proprietary to Company and obtained during its engagement
    by the Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company,
    unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential.


 


Litigation
and Fees


 


	 	10.	Any
    controversy or claim arising out of or relating to this Agreement, or breach thereof, may be resolved by mutual agreement;
    or if not, shall be settled in accordance with Florida, in the courts of Palm Beach County. The prevailing party shall be
    entitled, in addition to such other relief as many be granted, to a reasonable sum for attorney’s fees. 


 


Notices



 


	 	11.	Any
    notice or other communication required or permitted hereunder must be in writing and sent by either (i) certified mail, postage
    prepaid, return receipt requested and first class mail, (ii) overnight delivery with confirmation of delivery, or (iii) facsimile
    transmission with an original mailed by first class mail, postage prepaid. 


 




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Additional
Provisions


 


	 	12.	No
    waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision and
    no waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making
    the waiver. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all
    parties.
	 	 	 
	 	13.	This
    Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or negotiations. There
    are no third-party beneficiaries of this Agreement. This Agreement shall be governed by and construed in accordance with the
    internal laws of the State of Florida, regardless of laws of conflicts.
	 	 	 
	 	14.	For
    reporting purposes in public flings, this agreement shall be reported as “Bornstein Consulting Agreement dated January
    3, 2017”


 


Counterparts



 


	 	15.	This
    Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of
    which together shall constitute one and the same instrument


 


In
Witness Whereof, the parties hereto have
entered into this Agreement on the date first written above.


 


	 	Cyclone
    Power Technologies, Inc.
	 	 	 
	 	By:	 
	 	 	Frankie
    Fruge, President
	 	 	Date:
         


 


	 	By:	 
	 	 	Larry
    Bornstein
	 	 	Date:
    


 




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