**Exhibit 10.11**

 

**CONSULTING AGREEMENT**

 

**THIS AGREEMENT** is made as of October 23, 2008, by andbetween Who’s Your Daddy, Incorporated, a Nevada corporation having an addressat 5840 El Camino Real, Suite 108, Carlsbad California 92008 (the“Company”), ticker symbol WYDI and Net Vertex New York Inc., a New Yorkcompany, having an address at 16 West 32nd Street, Suite 707,New York, NY 10001 (the “Consultant”).

 

**RECITALS:**

 

**WHEREAS,** the Companyrequires services to promote its brand and market its products;

 

**WHEREAS,** the Consultanthas provided international product distribution and business developmentservices for a number of companies;

 

**WHEREAS,** the Company recognizes the substantialexperience and knowledge of the Consultant in matters relating to internationalbusiness contacts;

 

**WHEREAS,** the Company further recognizes that it is in thebest interests of the Company to engage the consulting services of theConsultant; and

 

**WHEREAS,** the Companydesires to retain the services of the Consultant, and the Consultant desires torender such services to the Company upon the terms set forth in this Agreement.

 

**NOW, THEREFORE,** inconsideration of the mutual promises and covenants set forth below, and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

**1.****                                    ****Recitals.****                             **The Recitals tothis Agreement are hereby incorporated into this Agreement as though fullyrestated herein.

 

**2.****                                    ****Engagement****.****       **The Company hereby engagesthe Consultant, and the Consultant accepts engagement by the Company, upon theterms and conditions set forth in this Agreement.

 

**3.****                                    ****Term****.**      The term of this Agreementshall begin on the date hereof and shall continue until October 23, 2009subject to the following provisions:

 

(a) The Consultant canat its sole discretion elect to withdraw from the Agreement subject to a 10 daywritten notice to the Company should the Consultant deem the Company beingunresponsive or uncooperative. Company would still be liable to the Consultantfor any “Success Fees,” as described in Section 4; generated directly orindirectly by the Consultants efforts and or introductions.

 

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(b) The Company can atits discretion terminate the Agreement subject to a 10 day written notice atthe conclusion of the “Initial Period,” defined as three months, if theConsultant’s efforts have not resulted in tangible progress by the Consultantson the Company’s behalf. Tangible progress being meetings scheduled with Japanese,European or US direct or indirect contacts; “Introduced Parties” of theConsultant regarding active talks or negotiations pertaining to the “IntroducedParties” direct or in-direct participation in any joint venture, strategicalliance, etc. with the Company. The Company will still be liable for any andall “Success Fees” generated by directly or indirectly by the Consultant’sefforts for the duration of the Agreement between the Parties.

 

**4.****                                    ****ConsultingServices Compensation****.**

 

(a)                                 The Companyshall pay to Consultant or its designees as compensation for its services underthis Agreement:

 

(i)                                    As compensationfor its services, the Consultant shall receive 2,000,000 shares of common stockof the Company.  Company agrees to issuesuch shares upon the execution of this Agreement and Company and Consultantagree to have said shares be held in an independent third party escrow accountof mutual agreement subject to the following earn out or claw backprovision:  250,000 shares shall be fullyearned and released upon completing a Business Lending Credit Line, loan, orSBA Program, with no personal guaranty requirements, which the Consultantsecures for the Company for a minimum of $250,000 US, for a minimum period ofone year with an annual interest rate in the range of US Prime Rate plus 3Points. An additional 250,000 shares shall be earned and released upon theaccepting of a loan or Credit Line, with no personal guaranty requirements, fora minimum of $250,000 US, which the Consultant secures on behalf of the Companyfrom a Tokyo financial institution for a minimum period of one year with acapability to extend, at an annual interest rate range of Prime Rate in Japanplus 3 Points. Should the Company decide not to accept funds made available byeither loan approval within the above parameters then the shares that wouldhave been earned will be deemed earned regardless of the Company accepting thefunds. The remaining 1,500,000 shares shall be earned and released upon theCompany accepting any form of Commitment Letters for $2,500,000 from partiesintroduced by Consultant (the “Introduced Parties”) for joint-venture,distribution, business development, or strategic business relationships.However, the Company is under no obligation to accept any such Commitment Letters.In addition if the Company cancels this Agreement then 500,000 of the up-frontshares shall be deemed earned. Should the Company accept a Commitment Letterfor less than $2,500,000 from an Introduced Party, then Consultant shall earn apro rata share of the remaining 1,500,000 shares, equivalent to the ratiobetween the amount accepted and $2,500,000. Additional fees for further 

 

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consulting services, the“Success Fees”, shall be paid to the Consultant for any and all IntroducedParties that directly or indirectly result in any form of direct or indirectjoint venture, distribution, business development, or strategic businessrelationships, etc.  The Success Fee shallbe equal to ten percent (10%) of any amounts received by the Company from anIntroduced Party , plus 100,000 common shares of the Company for each$1,000,000 received from an Introduced Party, or the equivalent on a pro ratabasis. Notwithstanding the foregoing, to the extent the Consultant is requiredto have a securities license in order to lawfully be paid any such Success Fee,the fee will not be payable to Consultant. The Company shall be under noobligation to accept any transaction or relationship arranged by Consultant,except as described in 4(a)(i) above.

 

(ii)                                The Consultantshall be responsible for arranging independent legal counsel to act as anescrow type agent for any business relationships the Company may enter withThird Parties introduced to the Company directly or indirectly by theConsultant subject to the Company approving the Consultants selection, butwhich cannot be unreasonably withheld. Company further agrees that theConsultants and Company’s signatures shall be required for approval for therelease of any and all monies, stock and chattel to be released out of saidescrow type accounts and that Consultants fees shall be distributed directly tothe account or accounts of Consultant’s choosing from the escrow typeaccount(s). Should the Company decide not to accept funds deposited in escrowtype account from the business development, distribution, strategic partners,joint venture or any other Introduced Party, after approving the terms of sucharrangement, then all appropriate fees and compensation will be deemed earnedregardless of the Company accepting the funds.

 

(b)                                The Companywill in the future provide the Consultant with such additional compensation asthe Company and the Consultant shall mutually agree for any additional servicesby the Consultant not provided for in this Agreement such as Licensing,Agreements, Marketing Agreements and any additional services not specified inthis agreement, subject to the same escrow provisions of section 4 a (ii).

 

(c)                                 The Companyrepresents and warrants as follows:

 

(i)                                    All issued andoutstanding shares of the Company’s common stock (i) have been dulyauthorized and validly issued and are fully paid and non-assessable and (ii) wereissued in compliance with all applicable state and federal laws concerning theissuance of securities, and no stockholder has a right of rescission or damagesagainst the Company with respect thereto. The stockholders of the Company have no preemptive rights under theapplicable laws of the State of Nevada.

 

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(d)                                The rights,preferences, privileges and restrictions of the shares of the Company’s commonstock are as stated in the Articles of Incorporation (the “CHARTER”) of theCompany.  The shares issued to theConsultant have been duly and validly reserved for issuance.  When issued in compliance with the provisionsof this Agreement and the Company’s Charter, the shares issued to theConsultant will be validly issued, fully paid and non-assessable, and will befree of any liens or encumbrances.

 

(e)                                 Consultantacknowledges that all shares issued to Consultant pursuant to this Agreementwill not be registered under the Securities Act of 1933, as amended (the“Act”). Each of the certificates evidencing the Shares shall bear a legend insubstantially the following form:

 

THE SHARES REPRESENTED BYTHIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BEOFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OFEXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTAND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OFSHARES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BEREASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROMREGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE

 

(f)                                   Consultantrepresents and warrants that it is****accepting theShares solely for its own account as principal, and not with a view to theresale or for distribution thereof, in whole or in part, and no other person orentity has a direct or indirect beneficial interest in such Shares.

 

**5.****                                    ****Duties****.**  From time to time as reasonably requested bythe Company, the Consultant agrees to perform consulting services related tointernational business development and other financial service matters, uponthe request of the President of the Company, and will make available qualifiedpersonnel for this purpose and devote such business time and attention to suchmatters as the Consultant shall determine is required.  Such services shall include, withoutlimitation, strategic planning, planning meetings with the international anddomestic investment community, assisting the Company’s management in designingthe Company’s Business Plan and “Growth-by-Acquisition” Strategic Alliance or“Joint-Venture” strategy. Additionally, Consultant shall prepare or assist inthe preparation of a Company Corporate Profile, Fact Sheets, and ShareholderLetters as needed.

 

**6.****                                    ****Natureof Engagement****.**  The Company is engaging the Consultant as anindependent contractor. Nothing in this Agreement shall be construed to createan employer-employee, partnership or joint venture relationship between theparties.  The Company shall have notliability for any federal, state or local income taxes of the Consultantarising hereunder.  The services to beprovided by the Consultant will not be in connection with the offer or sale ofsecurities in a capital-raising transaction.

 

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**7.****                                    ****Expenses****.**  The Company shall be responsible to cover inadvance all airline costs and hotel room expenses for Messrs. Yamagishiand McLoone to travel to Tokyo in advance to fulfill the Consultant’s role.Additionally upon receipt of requests from the Consultant for reimbursement,the Company shall reimburse the Consultant for all reasonable and necessaryexpenses the Consultant incurs, on and prior to and after the date of thisAgreement in performing its duties in connection with this Agreement. TheConsultant shall be required to receive written authorization from the Companyprior to incurring any expenses. Consultant will provide company with writtenevidence of expenses with any reimbursement request. Company agrees to coverall costs associated with translating English documents to Japanese to assistConsultant with fulfilling their assignment. The Initial Expenses of $50,000 USto be paid directly out of a bridge loan or SBA Loan or Line of Creditproceeds.

 

**8.****                                    ****Miscellaneous****.**

 

**(a)****                                ****Notices****.**  All notices or other communications requiredor permitted to be given pursuant to this Agreement shall be in writing andshall be considered as duly given on (a) the date of delivery, ifdelivered in person, by nationally recognized overnight delivery service or byfacsimile or (b) three days after mailing if mailed from within thecontinental United States by registered or certified mail, return receipt requestedto the party entitled to receive the same, if to the Company, AutomotiveGeneral, at the address set forth herein, 5840 El Camino Real, Suite 108,Carlsbad California 92008; and if the Consultant, at the address set forthherein, 16 West 32nd Street, Suite 707, New York, NY10001.  Any party may change his or itsaddress by giving notice to the other party stating his or its newaddress.  Commencing on the 10th dayafter the giving of such notice, such newly designated address shall be suchparty’s address for the purpose of all notices or other communications requiredor permitted to be given pursuant to this Agreement.

 

**(b)****                                ****GoverningLaw****.**  ThisAgreement and the rights of the parties hereunder shall be governed by andconstrued in accordance with the laws of the State of California without regardto its conflicts of law principles.  Allparties hereto agree that the mailing of any process in any suit, action orproceeding in accordance with the notice provisions of this Agreement shallconstitute personal service thereof.

 

**(c)****                                ****ExclusiveJurisdiction and Venue**.  The parties agree that the Courts of theCounty of Orange, State of California shall have sole and exclusivejurisdiction and venue for the resolution of all disputes arising under theterms of this Agreement and the transactions contemplated herein.

 

**(d)****                                ****EntireAgreement; Waiver of Breach****.**  This Agreement constitutes the entireagreement among the parties and supersedes any prior agreement or understandingamong them with respect to the subject matter hereof, and it may not bemodified or amended in any manner other than as provided herein; and no waiverof any breach or condition of this Agreement shall be deemed to have occurredunless such waiver is in writing, signed by the party against whom enforcementis sought, and no waiver shall be claimed to be a waiver of any subsequentbreach or condition of a like or different nature.

 

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**(e)****                                ****BindingEffect; Assignability****.**  This Agreement and all the terms andprovisions hereof shall be binding upon and shall inure to the benefit of theparties and their respective heirs, successors and permitted assigns.  This Agreement and the rights of the partieshereunder shall not be assigned except with the written consent of all partieshereto.  Notwithstanding any provision ofthis Agreement to the contrary, the Consultant shall be entitled to direct theCompany in writing that any funds payable or stock issuable to it pursuant tothis Agreement shall instead be paid or issued to its designee.

 

**(f)****                                  ****Captions****.**  Captions contained in this Agreement areinserted only as a matter of convenience and in no way define, limit or extendthe scope or intent of this Agreement or any provision hereof.

 

**(g)****                               ****Numberand Gender****.**  Wherever from the context it appearsappropriate, each term stated in either the singular or the plural shallinclude the singular and the plural, and pronouns stated in either themasculine, the feminine or the neuter gender shall include the masculine,feminine and neuter.

 

**(h)****                               ****Severability****.**  If any provision of this Agreement shall beheld invalid or unenforceable, such invalidity or unenforceability shall attachonly to such provision and shall not in any manner affect or render invalid orunenforceable any other severable provision of this Agreement, and thisAgreement shall be carried out as if any such invalid or unenforceableprovision were not contained herein.

 

**(i)****                                  ****Amendments****.**  This Agreement may not be amended except in awriting signed by all of the parties hereto.

 

**(j)****                                  ****Counterparts****.**  This Agreement may be executed in severalcounterparts, each of which shall be deemed an original but all of which shallconstitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of thesignature page and this Agreement may be executed by the affixing of suchsignature pages executed by the parties to one copy of the Agreement; allof such counterpart signature pages shall be read as though one, and theyshall have the same force and effect as though all of the signers had signed asingle signature page.  A facsimilesignature shall have the same force and effect as an original thereof.

 

**(k)****                              ****ThirdParties****.**  Except as specifically set forth or referredto herein, nothing herein expressed or implied is intended or shall beconstrued to confer upon or give to any person or corporation other than theparties hereto and their successors or assigns any rights or remedies under orby reason of this Agreement.

 

**(l)****                                  ****Attorneys’Fees**.  In theevent any party hereto shall commence legal proceedings against the other toenforce the terms hereof, or to declare rights hereunder, as the result of abreach of any covenant or condition of this Agreement, the prevailing party inany such proceeding shall be entitled to recover from the losing party itscosts of suit, including reasonable attorneys’ fees, as may be fixed by thecourt.

 

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**IN WITNESS WHEREOF,** the partieshereto have executed this Agreement as of the day and year first above written.

 
| **Who’s Your Daddy, Inc.** | **       Net  Vertex New York Inc.** |
|--------------------------------------|-------------------------------------------------------------------------|
|                                 |                                                                    |   |
|                                 |                                                                    |   |
| **By:**                              | **/s/ Michael Dunn**                                                    | ** ** | **By:** | **/s/ Hiro Yamagishi** |
| ** **                           | **Michael Dunn, CEO**                                                   | ** ** | ** ** | **Hiro Yamagishi, President** |

 

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