Services Agreement


    Exhibit
      10.2 

    


    SERVICES
      AGREEMENT

    


    This
      Services Agreement (“Agreement”) is entered into by and between Winning
      Performance
      and
      specifically Karen Rosolowski (collectively “WP”) and Innofone.com,
      Inc. (“Company”).

    


    
      	
              1.

            	
              Effective
                Date.
                This Agreement shall take effect October 31,
                2005.

            


    

     

    
      	
              2.

            	
              Scope
                of Engagement.
                WP, through the special services of Karen Rosolowski, is engaged
                to
                provide services as Chief Financial Officer of Company, including
                establishing, overseeing and managing all accounting systems and
                processes, assisting with corporate filings as needed, supporting
                merger
                and acquisition activities, and other related projects as may be
                assigned
                by the Company.

            


    

     

    
      	
              3.

            	
              Contracted
                Staff:
                WP’s contractor assigned to this engagement is Karen Rosolowski whose
                services are considered unique by
                Company.

            


    

    


    
      	
              4.

            	
              Fees:
                Services of the WP(s) under this agreement will be billed on a weekly
                basis at the hourly rate of $90.00, plus any reasonable and customary
                pre-approved out-of-pocket expenses (i.e. mileage, hotel, etc. if
                applicable). 

            


    

    


    
      	
              5.

            	
              Payment
                Terms:
                Company agrees to pay all billings within five (5) business days
                of
                receipt of WP’s weekly billing statement.


            


    

    


    
      	
              6.

            	
              Termination.
                Starting as of the Effective Date, WP will provide services, and
                will
                continue until either party informs the other of its desire to terminate
                this agreement. Either party may terminate this Agreement upon thirty
                (30)
                days written notice to the other party. If WP terminates this Agreement
                at
                any time, it shall execute any and all documents that may be required
                by
                any regulatory body or under Federal and/or state securities laws
                in
                connection with such termination or withdrawal by a Chief Financial
                Officer or responsible financial person of a publicly traded company,
                if
                any. When either party or the parties mutually terminate this Agreement,
                all unpaid charges assessed prior to termination by WP, if any, will
                immediately become due and payable.

            


    

     

    
      	
              7.

            	
               Trade
                Secrets/Confidentiality.
                

            


    

    


    
      	 	
              7.1

            	
              Disclosure.

            


    

    


    
      	 	
              (a)

            	
              WP
                agrees to disclose promptly in writing to the Company, or any person
                designated by the Company all work product, including but not limited
                to
                computer programs, processes, know-how and other copyrightable material,
                that is conceived, developed, made or reduced to practice by WP within
                the
                scope of the Project.

            


    

    


    
      	 	
              (b)

            	
              WP
                represents that his or her performance of all the terms of this Agreement
                does not and will not breach any agreement to keep in confidence
                proprietary information, knowledge or data of a third party and WP
                will
                not disclose to the Company, or induce the Company to use, any
                confidential or proprietary information belonging to third parties
                unless
                such use or disclosure is authorized in writing by such
                owners.

            


    

    


    
      	 	
              (c)

            	
              WP
                represents that any inventions or copyrighted works relating to the
                Company’s actual or anticipated business or research and development which
                WP has conceived, developed, made, or reduced to practice at the
                time of
                signing this Agreement, have been disclosed in writing to the Company
                pursuant to that certain Proprietary Rights and Inventions Agreement.
                These inventions and copyrighted works are not assigned to the Company.
                However, if WP uses such inventions and copyrighted works in the
                Project,
                WP grants to the Company a royalty-free, world, perpetual, irrevocable,
                non-exclusive license, with the right to sublicense, to reproduce,
                distribute, modify, publicly perform and publicly display such inventions
                and copyrighted works in the Company’s products based on the
                Project.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.2

            	
              Confidential
                Information. WP agrees during the term of
                this Agreement and thereafter to take all steps reasonably necessary
                to
                hold in trust and confidence information which he knows or has reason
                to
                know is considered confidential by Company ("Confidential Information").
                WP agrees to use the Confidential Information solely to perform the
                services hereunder. Confidential Information includes, but is not
                limited
                to, technical and business information relating to Company's inventions
                or
                products, research and development, manufacturing and engineering
                processes, and future business plans. WP's obliga-tions with respect
                to
                the Confidential Information also extend to any third party's propri-etary
                or confidential information disclosed to WP in the course of providing
                services to Company. This obligation shall not extend to any information
                which becomes generally known to the public without breach of this
                Agreement. This obligation shall survive the ter-mination of this
                Agreement.

            


    

     

    
      	7.3	
              No
                Conflict of Interest.
                WP
                agrees during the term of this Agreement not to accept work or enter
                into
                a contract or accept an obligation, inconsistent or incompatible
                with WP's
                obligations or the scope of services rendered for Company under this
                Agreement including but not limited to any work for other company’s
                working on the development technology products and/or services such
                as
                Company’s. Company does understand and agree that WP may maintain
                employment outside the scope of this Agreement with other
                parties.

            


    

    


    
      	7.4	
              Return
                of Company's Property.
                WP
                acknowledges that Company's sole and exclusive property includes
                all
                documents, such as drawings, manuals, notebooks, reports, sketches,
                records, computer programs, employee lists, customer lists and the
                like in
                his custody or possession, whether delivered to WP by Company or
                made by
                WP in the perfor-mance of services under this Agreement, relating
                to the
                business activities of Company or its customers or suppliers and
                containing any information or data whatsoever, whether or not Confidential
                Information. WP agrees to deliver promptly all of Company's property
                and
                all copies of WP’s property in WP's possession to Company at any time upon
                Company's request.

            


    

    


    
      	7.5 	
              Work
                for Hire; Ownership of Work
                Product.

            


    

    


    
      	
            	(a)	
              “Work
                Product” means the computer software, designs, discoveries, works of
                authorship, formulae, processes, manufacturing techniques, graphic
                design,
                interfaces, inventions, improvements and ideas solely or jointly
                conceived, developed or reduced to practice by WP during the Agreement
                and
                under the Agreement only. The Company and the WP understand, acknowledge
                and agree that all of WP’s work product shall be deemed “work for hire”
                within the meaning of the U.S. Copyright Laws and that the Company
                shall
                be deemed the Author thereof and Owner of all rights therein and
                thereto,
                including without limitation the copyright thereof and all derivative
                works thereto throughout the world in all media in
                perpetuity.

            


    

    


    
      	
            	(b)	
              To
                the extent any of WP’s work product is not deemed “work for hire”, WP
                hereby irrevocably assigns, conveys and otherwise transfers to the
                Company, and its respective successors and assigns, all rights, title
                and
                interest worldwide in and to the Work Product and all proprietary
                rights
                therein, including, without limitation, all copyrights, trademarks,
                design
                patents, trade secret rights, moral rights, and all contract and
                licensing
                rights, and all claims and causes of action of any kind with respect
                to
                any of the foregoing, whether now known or hereafter to become known.
                

            


    

    


    
      	
            	(c)	
              In
                the event WP has any rights in and to the Work Product that cannot
                be
                assigned to the Company, WP hereby unconditionally and irrevocably
                waives
                the enforcement of all such rights, and all claims and causes of
                action of
                any kind with respect to any of the foregoing against the Company,
                its
                distributors and customers, whether now known or hereafter to become
                known
                and agrees, at the request and expense of the Company and its respective
                successors and assigns, to consent to and join in any action to enforce
                such rights and to procure a waiver of such rights from the holders
                of
                such rights.

            


    

    


    
      	
            	(d)	
              In
                the event WP has any rights in and to the Work Product that cannot
                be
                assigned to the Company and cannot be waived, WP hereby grants to
                Company,
                and its respective successors and assigns, an exclusive, worldwide,
                royalty-free license during the term of the rights to reproduce,
                distribute, modify, publicly perform and publicly display, with the
                right
                to sublicense and assign such rights in and to the Work Product including,
                without limitation the right to use in any way whatsoever that Work
                Product. WP retains no rights to use the Work Product and agrees
                not to
                challenge the validity of the ownership by the Company in the Work
                Product.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
            	(e)	
              WP
                agrees to assist the Company in any reasonable manner to obtain and
                enforce for the Company’s benefit patents, copyrights, and other property
                rights covering the Work Product in any and all countries. WP agrees
                to
                execute, when requested, patent, copyright, or similar applications
                and
                assignments to the Company, and any other lawful documents deemed
                necessary by the Company to carry out the purpose of this Agreement.
                WP
                further agrees that the obligations and undertaking stated in this
                Section
                5.5 (E) will continue beyond the termination of WP’s service to the
                Company.

            


    

    


    
      	
            	(f)	
              In
                the event that the Company is unable for any reason whatsoever to
                secure
                WP’s signature to any lawful and necessary document required to apply
                for
                or execute any patent, copyright, or other applications with respect
                to
                any Work Product (including improvements, renewals, extensions,
                continuations, divisions or continuations in part thereof), WP hereby
                irrevocably designates and appoints the Company and its duly authorized
                officers and agents as his or her agents and attorneys-in-fact to
                act for
                and in his or her behalf and instead of WP, to execute and file any
                such
                application and to do all other lawfully permitted acts to further
                the
                prosecution and issuance of patents, copyrights or other rights therein
                with the same legal force and effect as if executed by
                WP.

            


    

     

    
      	
              8.

            	
              Disclaimer
                of Guarantee.
                Nothing in the Agreement and nothing in WP’s statements to Company will be
                construed as a promise or guarantee about the success of Company’s
                engagements or projects. WP’s statements and advice are expressions of
                opinion only.

            


    

    


    
      	
              9.

            	
              Disputes,
                Jurisdiction, Venue.
                In the event any dispute arises from this Agreement, such matter
                will be
                resolved, through arbitration or otherwise, in Los Angeles County,
                California. The laws of the state of California shall control this
                Agreement and the parties waive the right to establish a different
                choice
                of law, jurisdiction or venue. In the event of a dispute, the prevailing
                party shall be entitled to payment of reasonable attorney’s fees and
                costs, including all costs incurred due to attempts to collect unpaid
                bills.

            


    

    


    


    


    Winning
      Performance DBA

    


    


    By:
      /s/
      Karen C. Rosolowski

    Karen
      C.
      Rosolowski

    


     

    


    I
      have
      read and understand the foregoing terms and agree to them as of the date below.
      

     

    


    


    INNOFONE.COM,
      Inc. (“Company”)

    


    


    


    By: /s/
      Alex Lightman

    Alex
      Lightman

    


    Title: CEO


    


    Dated:
      October 31, 2005