ex10-31.htm


    
      
        	
                 

              	
                
                  EXHIBIT
      10.31

                

              


      

       

      CONFIDENTIAL
CONSULTING AGREEMENT

       

    

    
      This
Consulting Agreement (the “Agreement”) is executed as of the date shown on the
signature page (the “Effective Date”), by and between FLG Partners, LLC, a
California limited liability company (“FLG”), and the entity identified on the
signature page (“Client”).

       

      RECITALS

       

      WHEREAS, FLG is in the
business of providing certain financial services;

       

      WHEREAS, Client wishes to
retain FLG to provide and FLG wishes to provide such services to Client on the
terms set forth herein;

       

      NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, the parties hereto agree
as follows:

      


      
        	
                1.

              	
                Services.

              


      

       

      
        	
                 
      

              	
                A.

              	
                Commencing
      on the Effective Date, FLG will perform those services (the “Services”)
      described in one or more exhibits attached hereto.  Such
      services shall be performed by the member or members of FLG identified in
      Exhibit A (collectively, the “FLG
Member”).

              


      

       

      
        	
                 
      

              	
                B.

              	
                Client
      acknowledges and agrees that FLG’s success in performing the Services
      hereunder will depend upon the participation, cooperation and support of
      Client’s most senior management.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Notwithstanding
      anything in Exhibit A or elsewhere in this Agreement to the contrary,
      neither FLG nor any of its members shall serve as an employee, an
      appointed officer, or an elected director of Client.  Consistent
      with the preceding: (i) Client shall not appoint FLG Member as a corporate
      officer in Client’s corporate minutes; (ii) Client shall not elect FLG
      Member to its board of directors or equivalent governing body; and (iii)
      the FLG Member shall have no authority to sign any documents on behalf of
      Client, including, but not limited to, federal or state securities
      filings, tax filings, or representations and warranties on behalf of
      Client except as
      pursuant to a specific resolution(s) of Client’s board of directors or
      equivalent governing body granting such authority to FLG Member as a
      non-employee consultant to Client.

              


      

       

      
        	
                 
      

              	
                D.

              	
                The
      Services provided by FLG and FLG Member hereunder shall not constitute an
      audit, attestation, review, compilation, or any other type of financial
      statement reporting engagement (historical or prospective) that is subject
      to the rules of the California Board of Accountancy, the AICPA, or other
      similar state or national licensing or professional
      bodies.  Client agrees that any such services, if required, will
      be performed separately by its independent public
    accountants.

              


      

       

      
        	
                 
      

              	
                E.

              	
                During
      the term of this Agreement, Client shall not hire or retain the FLG Member
      as an employee, consultant or independent contractor except pursuant to
      this Agreement.

              


      

       

      
        	
                2.

              	
                Compensation; Payment; Deposit;
      Expenses.

              


      

       

      
        	
                 
      

              	
                A.

              	
                As
      compensation for Services rendered by FLG hereunder, Client shall pay FLG
      the amounts set forth in Exhibit A for Services performed by FLG hereunder
      (the “Fees”).  The Fees shall be net of any and all taxes,
      withholdings, duties, customs, social contributions or other reductions
      imposed by any and all authorities which are required to be withheld or
      collected by Client or FLG, including ad valorem, sales, gross receipts or
      similar taxes, but excluding US income taxes based upon FLG’s or FLG
      Member’s net taxable income.

              


      

       

      
        	
                 
      

              	
                B.

              	
                As
      additional compensation to FLG, Client will pay FLG the incentive bonus or
      warrants or options, if any, set forth in Exhibit
  A.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Client
      shall pay FLG all amounts owed to FLG under this Agreement upon Client’s
      receipt of invoice, with no purchase order required.  Any
      invoices more than thirty (30) days overdue will accrue a late payment fee
      at the rate of one and 50/100 percent (1.5%) per month.  FLG
      shall be entitled to recover all costs and expenses (including, without
      limitation, attorneys’ fees) incurred by it in collecting any amounts
      overdue under this Agreement.

              


      

       

      
        	
                 
      

              	
                D.

              	
                Client
      hereby agrees to pay FLG a deposit as set forth on Exhibit A (the
      “Deposit”) to be held as security for Client’s future payment obligations
      to FLG under this Agreement.  Upon termination of this
      Agreement, all amounts then owing to FLG under this Agreement shall be
      charged against the Deposit and the balance thereof, if any, shall be
      refunded to Client.

              


      

       

      
        	
                 
      

              	
                E.

              	
                Within
      ten (10) days of Clients receipt of an expense report from FLG’s personnel
      performing Services hereunder, Client shall immediately reimburse FLG
      personnel directly for reasonable travel and out-of-pocket business
      expenses detailed in such expense report.  Any required air
      travel, overnight accommodation and resulting per diem expenses shall be
      consistent with Client’s travel & expense policies for Client’s
      employed executive staff.

              


      

       

      
        	
                3.

              	
                Relationship of the
      Parties.

              


      

       

      
        	
                 
      

              	
                A.

              	
                FLG’s
      relationship with Client will be that of an independent contractor and
      nothing in this Agreement shall be construed to create a partnership,
      joint venture, or employer-employee relationship.  FLG is not
      the agent of Client and is not authorized to make any presentation,
      contract, or commitment on behalf of Client unless specifically requested
      or authorized to do so by Client in writing.  FLG agrees that
      all taxes payable as a result of compensation payable to FLG hereunder
      shall be FLG’s sole liability.  FLG shall defend, indemnify and
      hold harmless Client, Client’s officers, directors, employees and agents,
      and the administrators of Client’s benefit plans from and against any
      claims, liabilities or expenses relating to such taxes or
      compensation.

              


      

       

      
        	
                4.

              	
                Term and
      Termination.

              


      

       

      
        	
                 
      

              	
                A.

              	
                The
      term of this Agreement shall be for the period set forth in Exhibit
      A.

              


      

       

      
        	
                 
      

              	
                B.

              	
                Either
      party may terminate this Agreement upon thirty (30) days’ advance written
      notice to the other party.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Either
      party may terminate this Agreement immediately upon a material breach of
      this Agreement by the other party and a failure by the other party to cure
      such breach within ten (10) days of written notice thereof by the
      non-breaching party to the breaching
party.

              


      

       

      
        	
                 
      

              	
                D.

              	
                FLG
      shall have the right to terminate this Agreement immediately without
      advance written notice (i) if Client is engaged in, or requests that FLG
      or the FLG Member undertake or ignore any illegal or unethical activity,
      or (ii) upon the death or disability of the FLG
  Member.

              


      

       

      
        
          
            Initial:
Client   FLG

          

        

        
          Page 1 of
5

          
            

          

        

        
          
          

        

         

        
          	
                  
                  

                	
                  
                    EXHIBIT
      10.31

                  

                


           

          CONFIDENTIAL
CONSULTING AGREEMENT

        

         

      

      
        	
                 
      

              	
                E.

              	
                This
      Agreement shall be deemed terminated if in any six month period no
      billable hours occur, with the termination date effective on the date of
      the last billable hour therein.

              


      

       

      
        	
                 
      

              	
                F.

              	
                If
      at any time during the one (1) year period following termination of this
      Agreement Client shall hire or retain the FLG Member as an employee,
      consultant or independent contractor, AND in doing so induce,
      compel or cause FLG Member to leave FLG as a precondition to commencing or
      continuing employment or consultancy with Client, Client shall immediately
      pay to FLG in readily available funds a recruiting fee equal to the
      annualized amount of Fees payable hereunder, which shall equal either (i)
      260 multiplied by the daily rate, if this Agreement provides for Fees
      payable by daily rate, or (ii) 2,100 multiplied by the hourly rate, if
      this Agreement provides for Fees payable by hourly rate, multiplied by
      thirty percent (30%).

              


      

       

      
        	
                5.

              	
                Disclosures

              


      

       

      
        	
                 
      

              	
                A.

              	
                IRS
      Circular 230.  To ensure compliance with requirements imposed by
      the IRS effective June 20, 2005, we hereby inform you that any tax advice
      offered during the course of providing, or arising out of, the Services
      rendered pursuant to this Agreement, unless expressly stated otherwise, is
      not intended or written to be used, and cannot be used, for the purpose
      of: (i) avoiding tax-related penalties under the Internal Revenue Code, or
      (ii) promoting, marketing or recommending to another party any tax-related
      matter(s) said tax advice
address(es).

              


      

       

      
        	
                 
      

              	
                B.

              	
                Attorney-Client
      Privilege.  Privileged communication disclosed to FLG or FLG
      Member may waive the privilege through no fault of our own.  We
      strongly recommend that you consult with your legal counsel before
      disclosing privileged information to us.  Pursuant to paragraph
      6, neither FLG nor FLG Member will be responsible for damages caused
      through Client’s waiver of privilege, whether deliberate or inadvertent,
      by disclosing such information to
FLG.

              


      

       

      
        	
                6.

              	
                DISCLAIMERS
      AND
      LIMITATION OF LIABILITY.

              


      

       

      EXCEPT
AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER
(FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE PROVIDED
“AS IS” WITHOUT ANY WARRANTY WHATSOEVER.  CLIENT RECOGNIZES THAT THE
“AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS
AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS
AGREEMENT.  FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR
CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL
SERVICES, INCLUDING ANY, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE AND INFRINGEMENT.  NO REPRESENTATION OR OTHER
AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A
WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG
WHATSOEVER.

       

      IN
NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT
LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER
INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH
CLIENT’S DISCLOSURE OF PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT,
TRANSMISSION OR USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF,
KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY
THEREOF.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT,
NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED
AN AMOUNT EQUAL TO TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A)
OF THIS AGREEMENT.  CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY
IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS
AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY
WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.

       

      
        	
                 
      

              	
                A.

              	
                As
      a condition for recovery of any amount by Client against FLG, Client shall
      give FLG written notice of the alleged basis for liability within ninety
      (90) days of discovering the circumstances giving rise thereto, in order
      that FLG will have the opportunity to investigate in a timely manner and,
      where possible, correct or rectify the alleged basis for liability;
      provided that the failure of Client to give such notice will only affect
      the rights of Client to the extent that FLG is actually prejudiced by such
      failure.  Notwithstanding anything herein to the contrary,
      Client must assert any claim against FLG by the sooner of: (i) ninety (90)
      days after discovery; (ii) ninety (90) days after the termination of this
      Agreement; (iii) ninety (90) days after the last date on which the
      Services were performed; or, (iv) sixty (60) days after completion of a
      financial or accounting audit for the period(s) to which a claim
      pertains.

              


      

       

      
        	
                7.

              	
                Indemnification.

              


      

       

      
        	
                 
      

              	
                A.

              	
                FLG
      and FLG Member acting in relation to any of the affairs of Client shall,
      to the fullest extent permitted by law, as now or hereafter in effect, be
      indemnified and held harmless, and such right to indemnification shall
      continue to apply to FLG and FLG Member following the term of this
      Agreement out of the assets and profits of the Client from and against all
      actions, costs, charges, losses, damages, liabilities and expenses which
      FLG or FLG Member, or FLG’s or FLG Member’s heirs, executors or
      administrators, shall or may incur or sustain by or by reason for any act
      done, concurred in or omitted in or about the execution of FLG’s or FLG
      Member’s duty or services performed on behalf of Client; and Client shall
      advance the reasonable attorney’s fees, costs and expenses incurred by FLG
      or FLG’s Member in connection with litigation related to the foregoing on
      the same basis as such advancement would be available to the Client’s
      officers and directors, PROVIDED THAT Client shall not be obligated to
      make payments to or on behalf of any person (i) in connection with
      services provided  by such person outside the scope of Services
      contemplated by this Agreement, and not authorized or consented to by
      Client’s Board of Directors, or (ii) in respect of any (a) gross
      negligence or willful misconduct of such person, or (b) negligence of such
      person, but only to the extent that FLG’s errors and omissions liability
      insurance would cover such person for such negligence without regard to
      Client’s obligation to indemnify FLG
hereunder.

              


      

       

      
        
          
            Initial:
Client   FLG

          

        

        
          Page 2 of
5

          
            

          

        

        
          
          

        

         

        
          	
                  
                  

                	
                  
                    EXHIBIT
      10.31

                  

                


           

          CONFIDENTIAL
CONSULTING AGREEMENT

        

         

      

      
        	
                 
      

              	
                B.

              	
                FLG
      and FLG Member shall have no liability to Client relating to the
      performance of its duties under this agreement except in the event of
      FLG’s or FLG Member’s gross negligence or willful
    misconduct.

              


      

       

      
        	
                 
      

              	
                C.

              	
                FLG
      and FLG Member agree to waive any claim or right of action FLG or FLG
      Member might have whether individually or by or in the right of Client,
      against any director, secretary and other officers of Client and the
      liquidator or trustees (if any) acting in relation to any of the affairs
      of Client and every one of them on account of any action taken by such
      director, officer, liquidator or trustee or the failure of such director,
      officer, liquidator or trustee to take any action in the performance of
      his duties with or for Client; PROVIDED THAT such waiver shall not extend
      to any matter in respect of any gross negligence or willful misconduct
      which may attach to any such
persons.

              


      

       

      
        	
                8.

              	
                Representations and
      Warranties.

              


      

       

      
        	
                 
      

              	
                A.

              	
                Each
      party represents and warrants to the other that it is authorized to enter
      into this Agreement and can fulfill all of its obligations
      hereunder.

              


      

       

      
        	
                 
      

              	
                B.

              	
                FLG
      and FLG Member warrant that they shall perform the Services diligently,
      with due care, and in accordance with prevailing industry standards for
      comparable engagements and the requirements of this
      Agreement.    FLG and FLG Member warrant that FLG
      Member has sufficient professional experience to perform the Services in a
      timely and competent manner.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Each
      party represents and warrants that it has and will maintain a policy or
      policies of insurance with reputable insurance companies providing the
      members, officers and directors, as the case may be, of itself with
      coverage for losses from wrongful acts. FLG covenants that it has an error
      and omissions insurance policy in place in the form provided to Client
      prior to or contemporaneously with the date of execution of this Agreement
      and will continue to maintain such policy or equivalent policy provided
      that such policy or equivalent policy shall be available at commercially
      reasonable rates.

              


      

       

      
        	
                9.

              	
                Miscellaneous.

              


      

       

      
        
          	
                   
      

                	
                  A.

                	
                  Any
      notice required or permitted to be given by either party hereto under this
      Agreement shall be in writing and shall be personally delivered or sent by
      a reputable courier mail service (e.g., Federal Express) or by facsimile
      confirmed by reputable courier mail service, to the other party as set
      forth in this Paragraph 9(A).  Notices will be deemed effective
      two (2) days after deposit with a reputable courier service or upon
      confirmation of receipt by the recipient from such courier service or the
      same day if sent by facsimile and confirmed as set forth
      above.

                
	 	 	 
	 	 	If
      to FLG:


        

      

       

      Jeffrey
S. Kuhn

      Managing
Partner

      FLG
Partners, LLC

      P.O. Box
556

      7 East
Road

      Ross, CA
94957-0556

      Tel:
415-454-5506

      Fax:
415-456-1191

      E-mail:
jeff@flgpartners.com

       

      
        	
                 
      

              	
                If
      to Client:  the address, telephone numbers and email address
      shown below Client’s signature on the signature
  page.

              


      

       

      
        	
                 
      

              	
                B.

              	
                This
      Agreement will be governed by and construed in accordance with the laws of
      California without giving effect to any choice of law principles that
      would require the application of the laws of a different
      jurisdiction.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Any
      claim, dispute, or controversy of whatever nature arising out of or
      relating to this Agreement (including any other agreement(s) contemplated
      hereunder), including, without limitation, any action or claim based on
      tort, contract, or statute (including any claims of breach or violation of
      statutory or common law protections from discrimination, harassment and
      hostile working environment), or concerning the interpretation, effect,
      termination, validity, performance and/or breach of this Agreement
      (“Claim”), shall be resolved by final and binding arbitration before a
      single arbitrator (“Arbitrator”) selected from and administered by the San
      Francisco office of JAMS (the “Administrator”) in accordance with its then
      existing commercial arbitration rules and procedures.  The
      arbitration shall be held in the San Mateo County,
      California.  The Arbitrator shall, within fifteen (15) calendar
      days after the conclusion of the Arbitration hearing, issue a written
      award and statement of decision describing the essential findings and
      conclusions on which the award is based, including the calculation of any
      damages awarded.  The Arbitrator also shall be authorized to
      grant any temporary, preliminary or permanent equitable remedy or relief
      he or she deems just and equitable and within the scope of this Agreement,
      including, without limitation, an injunction or order for specific
      performance.  Each party shall bear its own attorney’s fees,
      costs, and disbursements arising out of the arbitration, and shall pay an
      equal share of the fees and costs of the Administrator and the Arbitrator;
      provided, however, the Arbitrator shall be authorized to determine whether
      a party is the prevailing party, and if so, to award to that prevailing
      party reimbursement for its reasonable attorneys’ fees, costs and
      disbursements, and/or the fees and costs of the Administrator and the
      Arbitrator. The Arbitrator's award may be enforced in any court of
      competent jurisdiction.  Notwithstanding the foregoing, nothing
      in this Paragraph 9(C) will restrict either party from applying to any
      court of competent jurisdiction for injunctive
  relief.

              


      

       

      
        	
                 
      

              	
                D.

              	
                Neither
      party may assign its rights or delegate its obligations hereunder, either
      in whole or in part, whether by operation of law or otherwise, without the
      prior written consent of the other party; provided, however, that FLG may
      assign its rights and delegate its obligations hereunder to any affiliate
      of FLG.  The rights and liabilities of the parties under this
      Agreement will bind and inure to the benefit of the parties’ respective
      successors and permitted assigns.

              


      

       

      
        	
                 
      

              	
                E.

              	
                If
      any provision of this Agreement, or the application thereof, shall for any
      reason and to any extent be invalid or unenforceable, the remainder of
      this Agreement and application of such provision to other persons or
      circumstances shall be interpreted so as best to reasonably effect the
      intent of the parties.  The parties further agree to replace
      such void or unenforceable provision of this Agreement with a valid and
      enforceable provision which will achieve, to the extent possible, the
      economic, business and other purposes of the void or unenforceable
      provision.

              


      

       

      
        	
                 
      

              	
                F.

              	
                This
      Agreement, the Exhibits, and any executed Non-Disclosure Agreements
      specified therein and thus incorporated by reference constitute the entire
      understanding and agreement of the parties with respect to the subject
      matter hereof and thereof and supersede all prior and contemporaneous
      agreements or understandings, express or implied, written or oral, between
      the parties with respect hereto.  The express terms hereof
      control and supersede any course of performance or usage of the trade
      inconsistent with any of the terms
hereof.

              


      

       

      
        
          
            Initial:
Client   FLG

          

        

        
          Page 3 of
5

          
            

          

        

        
          
          

        

         

        
          	
                  
                  

                	
                  
                    EXHIBIT
      10.31

                  

                


           

          CONFIDENTIAL
CONSULTING AGREEMENT

        

         

      

      
        	
                 
      

              	
                G.

              	
                Any
      term or provision of this Agreement may be amended, and the observance of
      any term of this Agreement may be waived, only by a writing signed by the
      parties.  The waiver by a party of any breach hereof for default
      in payment of any amount due hereunder or default in the performance
      hereof shall not be deemed to constitute a waiver of any other default or
      succeeding breach or default.

              


      

       

      
        	
                 
      

              	
                H.

              	
                Upon
      completion of the engagement hereunder, FLG may place customary
      “tombstone” advertisements using Client’s logo and name in publications of
      FLG’s choice at its own expense, and/or cite the engagement in similar
      fashion on FLG’s website.

              


      

       

      
        	
                 
      

              	
                I.

              	
                If
      and to the extent that a party’s performance of any of its obligations
      pursuant to this Agreement is prevented, hindered or delayed by fire,
      flood, earthquake, elements of nature or acts of God, acts of war,
      terrorism, riots, civil disorders, rebellions or revolutions, or any other
      similar cause beyond the reasonable control of such party (each, a “Force
      Majeure Event”), and such non-performance, hindrance or delay could not
      have been prevented by reasonable precautions of the non-performing party,
      then the non-performing, hindered or delayed party shall be excused for
      such non-performance, hindrance or delay, as applicable, of those
      obligations affected by the Force Majeure Event for as long as such Force
      Majeure Event continues and such party continues to use its best efforts
      to recommence performance whenever and to whatever extent possible without
      delay, including through the use of alternate sources, workaround plans or
      other means.

              


      

       

      
        	
                 
      

              	
                J.

              	
                This
      Agreement may be executed in any number of counterparts and by the parties
      on separate counterparts, each of which when executed and delivered shall
      constitute an original, but all the counterparts together constitute one
      and the same instrument.

              


      

       

      
        	
                 
      

              	
                K.

              	
                This
      Agreement may be executed by facsimile signatures (including electronic
      versions of this document in Adobe Acrobat Portable Document Format form
      which contain scanned or secure, digitally signed signatures) by any party
      hereto and such signatures shall be deemed binding for all purposes
      hereof, without delivery of an original signature being thereafter
      required.

              


      

       

      
        	
                 
      

              	
                L.

              	
                Survivability.
      The following paragraphs shall survive the termination of this Agreement:
      6 (“Disclaimers and Limitation of Liability”); 7 (“Indemnification”); 8
      (“Representations and Warranties”); and 9
    (“Miscellaneous”).

              


      

       

      
        	
                 
      

              	
                A.

              


      

      
 

      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the Effective
Date.

      


      
        
          
            
              
                
                  
                    	
                            CLIENT:

                            Neomagic
      Corporation,

                            a
      Delaware corporation.

                          	
                            FLG:

                            FLG
      Partners, LLC,

                            a
      California limited liability company.

                          
	
                            By:

                            Signed:

                            Title:

                             

                            Address:

                             

                             

                            Tel:

                            Fax:

                            Email:

                          	
                            Douglas
      R. Young

                            /s/
      Douglas R. Young

                            President
      & CEO

                             

                            780
      Montague Expressway Suite 504 

                            San
      Jose, CA 95131

                             

                            408-428-9725

                            408-428-9712

                            dyoung@neomagic.com

                          	
                            By:

                            Signed:

                            Title:

                            Effective
      Date:

                          	
                            Jeffrey
      S. Kuhn

                            /s/
      Jeffrey S. Kuhn

                            Managing
      Partner

                            December
      7,
2009

                          


                  

                

              

            

          

        

      

      


      


      


      REMAINDER
OF THIS PAGE LEFT BLANK

       

      
        
          
            Initial:
Client   FLG

          

        

        
          Page 4 of
5

          
            

          

        

        
          
          

        

         

        
          	
                  
                  

                	
                  
                    EXHIBIT
      10.31

                  

                


           

          CONFIDENTIAL
CONSULTING AGREEMENT

        

      

       

      EXHIBIT
A

       

      
        	
                 
      

              	
                1.

              	
                Description of
      Services:  CFO level services typical of those for a
      publicly-held corporation.

              


      

       

      
        	
                 
      

              	
                2.

              	
                FLG
      Member:  James D.
Pardee.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Fees:  $300
      per hour.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Additional
      Compensation:  None.

              


      

       

      
        	
                 
      

              	
                5.

              	
                Deposit:  $10,000.00.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Term:  Indefinite,
      and terminable pursuant to Section 4 of the
  Agreement.

              


      

       

      
        	
                 
      

              	
                7.

              	
                Non-Disclosure
      Agreement: FLG-Neomagic Mutual Non-Disclosure Agreement dated
      November 11, 2009.

              


      

       

      


      


      


      REMAINDER
OF THIS PAGE LEFT BLANK

      
 

       

      
        Initial:
Client   FLG

      

      Page
5 of 5