Business Development Agreement



<AQUENTIUM logo
appears here>

P. O.
Box 580943

19024
Ruppert Avenue

N. Palm
Springs, CA 92258

Tel
(760) 329-4139

Fax
(760) 329-4096

www.AQUENTIUM.com










Consulting and Business Development Agreement

THIS AGREEMENT between
Ray Sabbaghi, the “Consultant” and Aquentium, Inc. (AQNM) the “Company” is
executed on October 11, 2008.

 

1.

       
APPOINTMENT

The Company hereby retains Consultant to act in the capacity of
Business Development for the Company’s products and services.




2.

        CONDITIONS OF
APPOINTMENT

At
this time, the Company is seeking to expand its business and sales for its ozone
equipment for use in food processing, restaurants, schools, hospitals, and water
treatment and for its building materials and low cost and disaster relief
housing solutions:




A.

Consultant is an independent Contractor and will be furnished with
IRS form 1099 (if applicable).

B.

Consultant is on a non-exclusive basis and can not represent other
competing ozone or building material companies.

C.

All prior and new Consultant leads that are introduced to the
Company shall become the joint property of the Consultant and the Company.

D.

Consultant will provide Company a clear color copy of their
Driver’s License.

E.

Services provided by Consultant are not for financing or stock
promotion. 




3.

       COMPENSATION (Tiered
& Bonuses)

Consultant shall receive 1,250,000 S-8 shares of the company’s
common stock.  Consultant shall receive 2% commission on all gross sales of
equipment, products or projects completed through his efforts.  




·

Payment of any commissions to Consultant will occur within 14
business days of completed projects that are paid in full by each client.

 

4.           
TERMINATION [sign
here:                                                                      
  ]

This Agreement may be terminated at any time by either party with
a thirty (30) day written notice to the other party.  If the termination is
accepted and signed by both parties, compensation for established clients will
continue for five (5) years from the termination date.  However, if
termination is FOR CAUSE including, but not limited to a breech of contract,
fraud, or criminal activity, etc., Company has the right to terminate this
agreement immediately and any and all compensation due on or after the
termination date is forfeited.




5.

        RESTRICTIONS AND
PROTECTIONS

There are currently no restrictions or protected areas around the
world other than the Country of Nigera for ozone equipment.  As other
protected areas in the world are applied for and granted, written notice will be
given.
                     

 

  [initials “RS”]




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6.

        SCOPE

It
is understood that Consultant is acting as a Consultant only, and shall have no
authority to enter into any commitments on the Company’s behalf. Consultant has
NO authority to:




A.

Sign for or on the behalf of or otherwise obligate the Company

B.

Make any representations other than those contained in the written
materials provided by the Company.




7.

       CLIENT
PROTECTION

All Business Development is on a first documented basis.
 When conflicts arise regarding ozone sales, Consultant agrees to be bound
by the decisions of the Company.




8.

        MATERIAL
CONTENT 

Company grants permission to fully use, re-print, re-format, and
or exert writings and material, including internet material, content and links
for the purposes of general information and education in regards to ozone,
 and the Company’s products, goods and services.  At all times full
credit will be attributed including name, Company and when appropriate, contact
information and links to email and URLs.  Furthermore, at no time shall the
nature of any content be altered to represent a new or different meaning,
intention or scope.  




9.

       AMENDMENTS

This Agreement may be amended at any time by the Company with a
written notice to the Consultant.  Consultant has thirty (30) days to
accept the amendments or terminate the agreement.




10.

       APPLICABLE
LAW

This Agreement is governed by and construed under the laws of the
State of California, and any action brought by either party against the other
party to enforce or interpret this Agreement shall be brought in arbitration as
provided below.




11.

       ARBITRATION

Any dispute or controversy arising under or in connection with
this Agreement shall be settled exclusively by arbitration in the State of
California in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect.  The prevailing party in any suit
or arbitration proceeding brought or instituted with respect to this Agreement
will be entitled to recover, in addition to other costs and damages, reasonable
attorney’s fees to be fixed by the Court or an arbitrator.  Judgment may be
entered on the arbitrator’s award in any court having jurisdiction.




13.
 

REPRESENTATIONS

Consultant hereby represents, warrants and covenants that: (i)
Consultant will not disparage the Company, its subsidiaries or affiliates or
their respective products, services, directors, officers or employees; (ii)
directly or indirectly make or cause to be made any oral or written statement
which, or is reasonably likely to be detrimental in any material respect to the
business, operations, activities or reputation of the Company or any of its
subsidiaries or affiliates or their respective directors, officers, or
employees; (iii) any securities being

 

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[initials "RS"]







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acquired by the Consultant hereunder are being
acquired for the Consultant’s own account and not with the
view to, or for resale in connection with, any distribution in violation of
applicable securities laws; (iv) the Consultant is an
accredited investor as defined under Regulation D of the Securities Act of 1933
(“Securities Act”), as amended and Advisor/Consultant acknowledges that neither
the offer nor sale of the Securities has been registered under the Securities
Act or any state or foreign securities or “blue sky” laws; (v) the Consultant
may not sell or otherwise dispose of the securities being acquired hereunder
except pursuant to either an effective registration statement under the
Securities Act and in compliance with applicable state securities laws, or
pursuant to exemptions from the registration provisions of the Securities Act
and applicable state securities laws; (vi) all services provided hereunder will
be performed by Consultant in accordance with all applicable laws and
regulations, including without limitation, all securities laws and regulations;
and (vii) Consultant is not subject to any obligations or disability which will
or might prevent Consultant from or interfering with the performance of services
hereunder.

Consultant hereby indemnifies and holds Company and its successors
and assigns, and each of its and their respective directors, officers,
employees, stockholders and representatives (collectively, the
“Indemnitees”) harmless against all loss, cost, claim, damage, tax,
assessment, liability or expense (including reasonable attorneys’ and
accountant’s fees, costs of suit and costs of appeal) incurred by any Indemnitee
in connection with or arising out of any breach of any representation, warranty,
covenant or agreement made by Consultant.

14. 

CONFIDENTIALITY; WORK PRODUCT

Consultant will not at any time during or after the term of this
Agreement divulge, furnish or make accessible to anyone any knowledge or
information with respect to confidential or secret aspects of the Company's
business including, without limitation, customer or potential customer lists,
intellectual property, business plans, financial statements, suppliers,
acquisition opportunities and strategic relationships ("Confidential
Information"). Any information, which (i) at or prior to the time of disclosure
by Consultant was generally available to the public through no breach of this
covenant, (ii) was available to the public on a non-confidential basis prior to
its disclosure by Consultant or (iii) is subsequently lawfully obtained by
Advisor/Consultant from a third party or parties, shall not be deemed
Confidential Information for purposes hereof, and the undertaking in this
covenant with respect to Confidential Information shall not apply hereto.




Consultant agrees that the Company will be the sole owner of any
and all of works made or conceived or reduced to practice by Consultant made on
behalf of the Company during the term of this Agreement including, without
limitation, all intellectual property rights and Consultant hereby irrevocably
assigns to the Company all right, title and interest in such works.  

15. 

NOTICES




All notices hereunder
shall be effective if sent by certified mail, postage prepaid to the

following addresses.




If to the
Company:

Aquentium, Inc.

PO Box 580943

North Palm Springs, CA
92258




If to Consultant:

Mr. Raymond Sabbaghi

27885 Via Arica
  

Laguna Niguel, Ca. 92677

310-601-7559 





             
[initials “RS”]


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16.
         ENTIRE AGREEMENT

 

This Agreement, sets forth the entire agreement between the
parties hereto and cannot be amended, modified or changed orally. Company
acknowledges that the Board of Directors of Aquentium, Inc. has passed a
resolution authorizing this contract. The parties hereto have caused this
Agreement to be executed by their duly authorized representatives as first dated
above.  This is a valid and enforceable agreement only if it contains all
original signatures.




17.
 

FILING




This contract is signed in duplicate. Consultant agrees to deliver
one (1) copy to the Client within five (5) days of its execution by fax or mail;
and retain one (1) copy for their files.







COMPANY

Signature:

/s/ Mark T. Taggatz

Aquentium, Inc.
(Company)

Name:

Mark
Taggatz

Title:

President

Phone:

(760)
329-4139

Facsimile:

(760)
329-4096

Email:

info@aquentium.com

Address:

P. O.
Box 580943

N.
Palm Springs, CA 92258-0943




 

 

[initials “RS”] 





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CONSULTANT


WITNESS

Signature:

/s/ Raymond Sabbaghi

Signature:

Name:

- Raymond Sabbaghi

Name:

-


Company:

-
 

Title:

-
 

Office:

-
 

Cellular:

-


Facsimile:

-


Email:

-
 

URL:

-
 

Address:

       -
  







Consultant
attachments must include:

 

Clear color copy of
Driver’s License

IRS W-9 (http://www.irs.gov/pub/irs-pdf/fw9.pdf)








































[initials “RS”]




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