Consulting
Agreement

     

    Investor
Relations Services

     

    Effective
January 1st, 2010,
Ms. Kimberly Stempien, (“Ms. Kimberly Stempien”) and BAETA Corp (“Company”)
agree as follows:

     

    1.           Services and
Payment.  Ms. Kimberly Stempien agrees to undertake and
complete the Services (as defined in Exhibit A) in accordance with and on
the schedule specified in Exhibit
A.  As the only consideration due Ms. Kimberly Stempien
regarding the subject matter of this Agreement, Company will pay Ms. Kimberly
Stempien in accordance with Exhibit A.

     

    2.           Ownership; Rights;
Proprietary Information; Publicity.

     

    A.           Company
shall own all right, title and interest (including patent rights, copyrights,
trade secret rights, mask work rights, trademark rights, sui generis database rights and all
other intellectual and industrial property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of
authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by Ms. Kimberly
Stempien during the term of this Agreement that relate to the subject matter of,
or arise out of, the Services or any Proprietary Information (as defined below)
(collectively, “Inventions”) and Ms. Kimberly Stempien will promptly disclose
and provide all Inventions to Company.  Ms. Kimberly Stempien hereby
makes all assignments necessary to accomplish the foregoing ownership; provided
that no assignment is made that extends beyond what would be allowed under New
Jersey Labor Code if Ms. Kimberly Stempien was an employee of
Company.  Ms. Kimberly Stempien shall further assist Company, at
Company’s expense, to further evidence, record and perfect such assignments, and
to perfect, obtain, maintain, enforce, and defend any rights
assigned.  Ms. Kimberly Stempien hereby irrevocably designates and
appoints Company as its agents and attorneys-in-fact, coupled with an interest,
to act for and in Ms. Kimberly Stempien’s behalf to execute and file any
document and to do all other lawfully permitted acts to further the foregoing
with the same legal force and effect as if executed by Ms. Kimberly
Stempien.

     

    B.           Ms.
Kimberly Stempien agrees that all Inventions and all other business, technical
and financial information (including, without limitation, the identity of and
information relating to customers or employees) Ms. Kimberly Stempien develops,
learns or obtains during the period over which Ms. Kimberly Stempien is to be
providing Services that relate to Company or the business or demonstrably
anticipated business of Company or that are received by or for Company in
confidence, constitute “Proprietary Information.”  Ms. Kimberly
Stempien will hold in confidence and not disclose or, except in performing the
Services, use any Proprietary Information.  However, Ms. Kimberly
Stempien shall not be obligated under this paragraph with respect to information
Ms. Kimberly Stempien can document is or becomes readily publicly available
without restriction through no fault of Ms. Kimberly Stempien.  Upon
termination and as otherwise requested by Company, Ms. Kimberly Stempien will
promptly return to Company all items and copies containing or embodying
Proprietary Information, except that Ms. Kimberly Stempien may keep its personal
copies of its compensation records and this Agreement. Ms. Kimberly Stempien
also recognizes and agrees that Ms. Kimberly Stempien has no expectation of
privacy with respect to Company’s telecommunications, networking or information
processing systems (including, without limitation, stored computer files, email
messages and voice messages) and that Ms. Kimberly Stempien’s activity, and any
files or messages, on or using any of those systems may be monitored at any time
without notice.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    C.           As
additional protection for Proprietary Information, Ms. Kimberly Stempien agrees
that during the period over which it is to be providing Services (i) and for one year
thereafter, Ms. Kimberly Stempien will not encourage or solicit any employee or
Ms. Kimberly Stempien of Company to leave Company for any reason and
(ii) Ms. Kimberly Stempien will not engage in any activity that is in any
way competitive with the business or demonstrably anticipated business of
Company, and Ms. Kimberly Stempien will not assist any other person or
organization in competing or in preparing to compete with any business or
demonstrably anticipated business of Company.

     

    D.           To
the extent allowed by law, Section 2.a and any license to Company hereunder
includes all rights of paternity, integrity, disclosure and withdrawal and any
other rights that may be known as or referred to as “moral rights,” “artist’s
rights,” “droit moral,” or the like. Furthermore, Ms. Kimberly Stempien agrees
that notwithstanding any rights of publicity, privacy or otherwise (whether or
not statutory) anywhere in the world and without any further compensation,
Company may and is hereby authorized to use Ms. Kimberly Stempien’s name in
connection with promotion of its business, products and services and to allow
others to do so and.  To the extent any of the foregoing is
ineffective under applicable law, Ms. Kimberly Stempien hereby provides any and
all ratifications and consents necessary to accomplish the purposes of the
foregoing to the extent possible.  Ms. Kimberly Stempien will confirm
any such ratifications and consents from time to time as requested by
Company.  If any other person provides any Services or provides
services similar to any of those referred to above in this paragraph in
connection with the Services, Ms. Kimberly Stempien will obtain the foregoing
ratifications, consents and authorizations from such person for Company’s
exclusive benefit.

     

    E.           If
any part of the Services or Inventions is based on, incorporates, or is an
improvement or derivative of, or cannot be reasonably and fully made, used,
reproduced, distributed and otherwise exploited without using or violating
technology or intellectual property rights owned or licensed by Ms. Kimberly
Stempien and not assigned hereunder, Ms. Kimberly Stempien hereby grants Company
and its successors a perpetual, irrevocable, worldwide royalty-free,
non-exclusive, sublicensable right and license to exploit and exercise all such
technology and intellectual property rights in support of Company’s exercise or
exploitation of the Services, Inventions, other work performed hereunder, or any
assigned rights (including any modifications, improvements and derivatives of
any of them).

     

    
      
         


      

      
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    3.           Warranty.  Ms.
Kimberly Stempien warrants that: (i) the Services will be performed in a
professional and workmanlike manner and that none of such Services or any part
of this Agreement is or will be inconsistent with any obligation Ms. Kimberly
Stempien may have to others; (ii) all work under this Agreement shall be
Ms. Kimberly Stempien’s original work and none of the Services or Inventions or
any development, use, production, distribution or exploitation thereof will
infringe, misappropriate or violate any intellectual property or other right of
any person or entity (including, without limitation, Ms. Kimberly Stempien);
and, (iii) Ms. Kimberly Stempien has the full right to allow it to provide
the Company with the assignments and rights provided for herein.

     

    4.           Termination.  If
either party materially breaches a material provision of this Agreement, the
other party may terminate this Agreement upon 15 days’ notice unless the breach
is cured within the notice period.  Company also may terminate this
Agreement at any time, with or without cause, upon 15 days’ notice, but, if (and
only if) without cause, Company shall upon termination pay Ms. Kimberly Stempien
all unpaid amounts due for Services completed prior to notice of
termination.  Sections 2 (subject to the limitations on Section
2.c stated therein) through 8 of this Agreement and any remedies for breach of
this Agreement shall survive any termination or expiration.  Company
may communicate such obligations to any other (or potential) client or employer
of Ms. Kimberly Stempien.

     

    5.           Relationship of the Parties;
Independent Contractor; No Employee Benefits.  Notwithstanding
any provision hereof, Ms. Kimberly Stempien is an independent contractor (not an
employee or other agent) solely responsible for the manner and hours in which
Services are performed, is solely responsible for all taxes, withholdings, and
other statutory, regulatory or contractual obligations of any sort (including,
but not limited to, those relating to workers’ compensation, disability
insurance, Social Security, unemployment compensation coverage, the Fair Labor
Standards Act, income taxes, etc.), and is not entitled to any to participate in
any employee benefit plans, fringe benefit programs, group insurance
arrangements or similar programs.  Ms. Kimberly Stempien
agrees to indemnify Company from any and all claims, damages, liability,
settlement, attorneys’ fees and expenses, as incurred, on account of the
foregoing or any breach of this Agreement or any other action or inaction
of Ms. Kimberly Stempien.   If Ms. Kimberly Stempien is a
corporation, it will ensure that its employees and agents are bound in writing
to Ms. Kimberly Stempien’s obligations under this Agreement.

     

    6.           Assignment.  This
Agreement and the services contemplated hereunder are personal to Ms. Kimberly
Stempien and Ms. Kimberly Stempien shall not have the right or ability to
assign, transfer, or subcontract any obligations under this Agreement without
the written consent of Company.  Any attempt to do so shall be
void.  Company may assign its rights and obligations under this
agreement in whole or part.

     

    7.           Notice.  All
notices under this Agreement shall be in writing, and shall be deemed given when
personally delivered, or three days after being sent by prepaid certified or
registered U.S. mail to the address of the party to be noticed as set forth
herein or such other address as such party last provided to the other by written
notice.

     

    
      
         


      

      
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    8.           Miscellaneous.  Any
breach of Section 2 or 3 will cause irreparable harm to Company for which
damages would not be a adequate remedy, and, therefore, Company will be entitled
to injunctive relief with respect thereto in addition to any other
remedies.  The failure of either party to enforce its rights under
this Agreement at any time for any period shall not be construed as a waiver of
such rights.  No changes or modifications or waivers to this Agreement
will be effective unless in writing and signed by both parties.  In
the event that any provision of this Agreement shall be determined to be illegal
or unenforceable, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to the conflicts of laws provisions thereof.  In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be
entitled to recover costs and attorneys fees.  Headings herein are for
convenience of reference only and shall in no way affect interpretation of the
Agreement.

     

    9.           Arbitration.  Any
controversy or claim (except those regarding Inventions, Proprietary Information
or intellectual property) arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof, provided however that each party will have a right
to seek injunctive or other equitable relief in a court of law.  The
prevailing party will be entitled to receive from the nonprevailing party all
costs, damages and expenses, including reasonable attorneys’ fees, incurred by
the prevailing party in connection with that action or proceeding whether or not
the controversy is reduced to judgment or award.  The prevailing party
will be that party who may be fairly said by the arbitrator(s) to have prevailed
on the major disputed issues.  The Ms. Kimberly Stempien hereby
consents to the arbitration in the State of New Jersey.

     

    
      
        
          
            
              	
                      Ms. Kimberly Stempien.

                    	 
      	
                      BAETA Corp

                    
	
                      (Ms.
      Kimberly Stempien)

                    	 
      	
                      (Company)

                    
	 	 	 
	
                      /s/
      Kimberly Stempien

                    	 
      	
                      /s/
      Len Pushkantser

                    
	 	 	 
	
                      By

                    	
                         

                    	 
      	
                      By

                    	
                         

                    
	 
      	 
      	 
      	 
      	 
      
	 
      	
                      Kimberly Stempien

                    	 
      	 
      	
                      Len Pushkantser, CEO

                    
	 
      	
                      Printed
      (Name, Title and Address)

                    	 
      	 
      	
                      Printed
      (Name, Title and
Address)

                    


            

          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
A

     

    SERVICE

    Introduction
to the following investment Firms:

    Westfield
Capital. Boston, MA

    Musket
Research, Cambridge, MA

    Vertical
Group, Summit, NJ

    


    DELIVERABLES

    


    Meeting
with Mathew Strobeck, Ph. D, Partner, Westfield Capital, Boston, MA

    Conference
call with Richard Wehby.Ph.D.. M.B.A.  Partner Musket
Research.Cambriclge, MA.

    Meeting
with Richard B. Emmett, General Partner, Vertical Group, Summit, NJ

    


    COMPENSATION

    10,000
shares of BAETA Corp. class B stock per month.

    


    DURATION
OF SERVICE

    Until
Completion

     

    
      
         


      

      
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