Unassociated Document


    INDEPENDENT
CONSULTANT SERVICES AGREEMENT

    


    THIS AGREEMENT is made and
shall be effective as of the 1 day of July, 2009

    


    BETWEEN:

    


    PICO Energy Services Inc., a
company incorporated in the State of Texas, Travis County, United States of
America, (the “Company”)

    


    - and
-

    


    Noonan Advisors LLC providing
the services of Michael D. Noonan, an individual residing in the City of Austin,
in the State of Texas, United States of America (the "Consultant").

    


    WHEREAS the Company is
principally engaged as a network service provider to secure and manage Internet
attached control and information systems for electric utilities and Smart Grid
industries;

    


    AND WHEREAS the Company is
desirous of engaging the services and expertise of Consultant, on the terms,
conditions and for the consideration as hereinafter set forth;

    


    AND WHEREAS the Parties desire
to enter into this Agreement to set forth their respective rights and
obligations.

    


    NOW THEREFORE in consideration
of the premises and the mutual covenants herein contained, and in consideration
of the Consultant providing consulting services to the Company, the Company and
the Consultant hereby covenant and agree as follows:

    


    
      	
              1.0    

            	Contract
      for Services
	 	 
	
              1.01  

            	
              Subject
      to the terms and provisions of this Agreement, the Company hereby agrees
      to contract for and engage the services of the Consultant and Consultant
      agrees to provide services in accordance with and subject to the
      provisions of this Agreement.

            


    

    


    
      	
              1.02  

            	
              Consultant’s
      services hereunder shall be provided on the following terms and
      conditions:

            


    

    


    
      	
              (a)  

            	
              Consultant
      shall faithfully, honestly and diligently serve the Company and cooperate
      with the Company and utilize maximum professional skill and care to ensure
      that all services rendered hereunder are to the satisfaction of the
      Company, acting reasonably, and to provide any other services not
      specifically mentioned herein, but which by reason of Consultant’s
      capability the Consultant knows to be necessary to ensure that the best
      interests of the Company are maintained;

            
	 	 
	(b)  	Consultant’s
      duties and responsibilities are enumerated in Appendix
  "B".


    

     

    
      	
              1.03  

            	
              The
      Parties agree that the Consultant enters into this Agreement as an
      Independent Consultant, and under no circumstances shall the Consultant
      look to the Company as an employer, partner, agent or
      principal.  Consultant acknowledges that it is not entitled to
      any benefits accorded to the Company's employees, including, without
      limitation, worker's compensation, disability insurance, vacation or sick
      pay.

            


    

     

    
      	
              1.04  

            	
              Consultant
      agrees to procure and cause THE PRINICIPAL to use his time, attention and
      best efforts to further the business and interests of the Company during
      the term of this Agreement.

            


    

    


    
      	
              1.04

            	
              The
      parties agree that no oral agreement or provision of this Agreement shall
      be construed so as to make the Consultant an agent, partner, or servant of
      the Company and the Consultant has no authority to make any commitments or
      to take any action which may be binding upon the Company, except as may be
      authorized by the Company.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.0           Compensation
Arrangements

    


    
      	
              2.01

            	
              The
      compensation (the "Compensation") provided to the Consultant by the
      Company shall be as set forth in Appendix "A" attached
    hereto.

            


    

    


    3.0           Confidential
Information and Conflict of Interest

    


    
      	
              3.01  

            	
              Consultant
      hereby agrees and acknowledges that it will have access to and will be
      entrusted with confidential information concerning the affairs and
      business of the Company, and agrees that the disclosure of such
      confidential information may be detrimental to the Company and the
      shareholders thereof.  Consultant acknowledges and agrees that
      the right to maintain and preserve confidentiality constitutes a
      proprietary right, which the Company is entitled to
    protect.

            


    

    


    
      	
              3.02  

            	
              Upon
      termination or expiry of this Agreement for any reason, Consultant agrees
      to deliver to the Company all documents, records, reports and notices, and
      copies thereof, which are in its possession which relate to the business
      and affairs of the Company.

            


    

    


    
      	
              3.03  

            	
              The
      obligation of the Consultant shall not apply to such knowledge, business
      data information, or materials obtained or relating in any manner to the
      business affairs of the Company
which:

            


    

     

    
      	 	      
              (a)

            	      
              was
      demonstrably known to the Consultant prior to receipt thereof pursuant to
      this Agreement;

            
	 	 	 
	 	      
              (b)

            	is
      available to the public in the form of written publication;
	 	 	 
	 	      
              (c)

            	      
              shall
      have become available to the Consultant in good faith from a third party
      who has a bona fide right to disclose same; and

            
	 	 	 
	
               
      

            	
              (d)

            	
              is
      required to be disclosed to any federal, provincial, state or local
      government or governmental branch, board, agency or instrumentality
      necessary to comply with relevant timely disclosure laws or regulatory
      authorities, including stock exchanges having jurisdiction in respect of
      securities of the Company.

            


    

    


    
      	
              3.04  

            	
              In
      the event of termination of this Agreement for any reason whatsoever,
      nothing in this Agreement shall preclude Consultant from pursuing a
      livelihood in the same business or sector as that of the
      Company.

            


    

    


    4.0           Non-Assignability

    


    
      	
              4.01  

            	
              This
      contract for services and all other rights, benefits, and privileges
      herein conferred are personal to the Consultant and accordingly may not be
      assigned by the Consultant.

            


    

    


    
      	
              5.0  

            	
              Termination
      Provisions and Change of Control

            


    

    


    
      	
              5.01  

            	
              This
      Agreement shall be terminated upon the occurrence of any one of the
      following events:

            


    

    


    
      	
              (a)  

            	
              the
      death or incapacity of the
Consultant;

            


    

     

    
      	
              (b)  

            	
              written
      notice by the Company to terminate this Agreement without cause prior to
      the end of the contract period upon 30 days
  notice;

            


    

     

    
      	
              (c)  

            	
              written
      notice by the Company to terminate this Agreement with
    cause;

            


    

     

    
      	
              (d)  

            	
              thirty
      (30) days written notice by the Consultant of its intention to terminate
      this Agreement.

            


    

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    
      	
              5.02  

            	
              In
      the event that the Agreement is terminated pursuant to Clause 5.01(b), the
      Company shall pay to Consultant a termination amount related to the 30-day
      notice period based on the hourly
rate.

            


    

    


    
      	
              5.03  

            	
              In
      the event that the Agreement is terminated pursuant to Clause 5.01(d), the
      Consultant shall be paid compensation until the last day that services
      were provided.

            


    

    
      	 	 
	
              6.0  

            	
              Release

            


    

    


    
      	
              6.01

            	
              In
      consideration of the payment of termination compensation as provided
      herein and the additional provisions of this Agreement, Consultant agrees
      to forever release and discharge the Company from any and all obligations
      to pay any further amounts or benefits to the Consultant with respect to
      the termination thereof.

            


    

    


    
      	
              7.0  

            	
              General

            


    

    


    
      	
              7.01

            	
              Upon
      the expiration of the term set forth herein, this Agreement shall continue
      unless both the Company and Consultant agree to terminate this Agreement
      as per Clause 5.0.

            


    

    


    
      	
              7.02

            	
              The
      parties shall from time to time and at all times do such further acts and
      execute and deliver all such further deeds and documents as shall be
      reasonably required in order to fully perform the terms of this
      Agreement.

            


    

    


    
      	
              7.03

            	
              The
      Company may elect to offer regular employment to the Consultant during the
      term of this Agreement or upon the expiration of the term set forth
      herein.  Employment terms would be negotiated between the
      Consultant and the Company at that
time.

            


    

    


    
      	
              7.04

            	
              This
      Agreement shall be construed pursuant to the laws in effect in Travis
      County, the State of Texas, United States of
  America.

            


    

    


    
      	
              8.0  

            	
              Notices

            


    

    


    
      	
              8.01

            	
              All
      notices required or allowed to be given under this Agreement shall be made
      either personally or by mailing same by prepaid registered post, and any
      notice mailed as aforesaid shall be deemed to have been received by the
      addressees thereof on the fifth business day following the day of
      mailing:

            


    

    


    To the
Consultant:              Noonan
Advisors LLC

    6700 Sangiacomo Cove

    Austin, TX, USA 78759

    USA

    Attention: Michael D.
Noonan

    


    To the
Company:                PICO
Energy Services Inc.

    401 Congress Avenue, Suite
1540

    Austin, TX 78701

    


    
      	
              8.02

            	
              Any
      party may from time to time change its address for service hereunder on
      written notice to the other party.

            


    

    


    9.0           Prior
Agreement

    


    
      	
              9.01

            	
              The
      parties hereto agree that this Agreement replaces and supersedes any
      previous agreements, either verbal or written, and any such previous
      agreements are hereby expressly
terminated,

            


    

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF the parties
hereto have executed this Agreement effective as of the date and year first
above written.

     

    
      
        	PICO
      ENERGY SERVICES INC.    	 	 	CONSULTANT	 
	 	 	 	 	 
	Per:	
                /s/
      Michael Hathaway

              	 	 	
                /s/    Michael
      D. Noonan

              	 
	 	
                Michael
      Hathaway

              	 	 	
                Michael
      D. Noonan

              	 


      

    

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

     

    APPENDIX
"A"

    


    COMPENSATION
ARRANGEMENT

    


    
      	
              1.0    

            	Rate
	 	 
	
              1.01  

            	
              Up
      to $10833.34/month

            


    

    


    
      	2.0   	Benefits
      and Perquisites   (IF ANY – JUST EXAMPLES
      BELOW)
	 	 
	
              2.01

            	
              Reasonable
      business expenses, to be approved by the Company, including travel
      (business class), teleconference fees, printing, wire services, cellular
      telephone (GSM) and printing.

            


    

     

    
      	
              2.03

            	
              Vehicle
      expenses, when used for the benefit of the Company in carrying out Company
      duties, to be at USD $0.44/mile.

            


    

     

    
      	
              2.04

            	
              Additional
      benefits as adopted by the Company that will be available to full time
      employees that may cover such things as health care, insurance,
      etc.

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    APPENDIX
"B"

    


    


    Position
and Reporting:

    


    Reports
to Mr. Michael Hathaway

    


    Duties
and Responsibilities of the Position

    


    Provide
such services as are generally associated with duties of a Chief
Financial

     Officer,
Treasurer and General Counsel.