CONSULTING
AGREEMENT

     

    THIS
CONSULTING AGREEMENT (“Agreement”) is made, entered into and deemed effective as
of the 1st day of
September, 2010 (the “Effective Date”), by and between Nautilus Global Partners,
LLC, a Texas limited liability company (“NGP”), and Action Acquisition
Corporation (the “Company’).

     

    WITNESSETH:

     

    WHEREAS,
the Company desires to retain NGP to provide certain consulting services, and
NGP is willing to be so engaged; and

     

    NOW,
THEREFORE, for and in consideration of the covenants set forth herein and the
mutual benefits to be gained by the parties hereto, and other good and valuable
consideration, the receipt and adequacy of which are now and forever
acknowledged and confessed, the parties hereto hereby agree and intend to be
legally bound as follows:

     

    1.  Retention.  As
of the date hereof, the Company hereby retains and NGP hereby agrees to be
retained to provide certain services relating to a proposed Transaction by the
Company.  The Company acknowledges that NGP shall have the right to
engage third parties reasonably acceptable to the Company to assist it in its
efforts to satisfy its obligations hereunder.  NGP will provide such
services as may be reasonably requested in anticipation of a combination
transaction between the Company and a business enterprise with ongoing
operations (the “Transaction”), to the extent NGP has both the expertise and
legal right to render such services.  NGP agrees to perform its
services in accordance with all laws, rules and regulations which may be
applicable to its services.

     

     2.  Authorization.  Subject
to the terms and conditions of this Agreement, the Company hereby appoints NGP
to act on a best efforts basis as to the matters and projects it is instructed
to undertake.  NGP hereby accepts such appointment, with it being
expressly acknowledged teat NGP is acting in the capacity of independent
contractor and not as agent of the Company.

     

     3.  Fees.  In
consideration for performing the agreed upon services, NGP shall receive a fee
of $25,000.

     

     4.  Term.  This
Agreement may be terminated at anytime upon written notice by the
Company.


    
      
         


      

      
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     5.  Bi-Lateral
Confidentiality.  NGP agrees to keep the Company’s and its
affiliates’ confidential information and data in confidence and NGP further
agrees that it will not disclose to third parties any of such information or
data or use any such information or data in any way either during the term of
this Agreement or at any time thereafter, except in the performance of its
obligations hereunder.  NGP shall use the same degree of care in the
protection of the Company’s and its affiliates’ confidential information and
data as NGP uses with respect to its own confidential information and data, but
not less than a reasonable level of care.  NGP agrees that, in the
event this Section 5 is breached by NGP, said breach will give rise to
irreparable damage to the Company or its affiliates inadequately compensable in
damages.  In such event, the Company will be entitled to seek
injunctive relief in any court of competent jurisdiction, in addition to any and
all other legal or equitable rights and remedies existing in its favor, and NGP
agrees that it will not claim as a defense thereto that the Company has an
adequate remedy at law or require the posting of bond therefore Action agrees to
keep the NGP and its affiliates’ confidential information and data in confidence
and Action further agrees that it will not disclose to third parties any of such
information or data or use any such information or data in any way either during
the term of this Agreement or at any time thereafter, except in the performance
of its obligations hereunder.  Action shall use the same degree of
care in the protection of NGP and its affiliates’ confidential information and
data as NGP uses with respect to its own confidential information ark data, but
not less than a reasonable level of care.  Action agrees that, in the
event this Section 5 is breached by Action, said breach will give rise to
irreparable damage to NGP or its affiliates inadequately compensable in
damages.  In such event, NGP will be entitled to seek injunctive
relief in any court of competent jurisdiction, in addition to any and all other
legal or equitable rights and remedies existing in its favor, and Action agrees
that it will not claim as a defense thereto that the Company has an adequate
remedy at law or require the posting of bond therefor.  Whereas not
public information, specific transaction terms with respect to this consulting
agreement and terms shall also remain confidential information to the best of
both parties’ abilities.

     

     6.  Bi-lateral
Indemnification.  NGP agrees to indemnify, defend and hold
harmless the Company, its affiliates and their respective directors,
shareholders, officers, employees and agents from any and all losses,
liabilities, damages and expenses, including reasonable attorneys’ fees and
litigation costs, incurred by such entity or person arising from or relating to
(ii) the breach by NGP of any of NGP’s obligations hereunder or CO the
negligence or willful misconduct of NGP.  Action agrees to indemnify,
defend and hold harmless the Company, its affiliates and their respective
directors, shareholders, officers, employees and agents from any and all losses,
liabilities, damages and expenses, including reasonable attorneys’ fees and
litigation costs, incurred by such entity or person arising from or relating to
(i) the breach by Action of any of Action’ obligations hereunder or
(ii) the negligence or willful misconduct of Action.

     

     7.  Governing
Law.  This Agreement shall be governed by and construed in all
respects in accordance with the laws of New York without giving effect to the
principles of conflicts of law.  The parties hereto hereby submit to
the exclusive jurisdiction of the courts situated in New York, New York, in
relation to any matters arising under this Agreement.

     

     8.  Miscellaneous.  All
waivers shall be in writing and signed by the party to be charged
therewith.  Waiver by either party of any particular default by the
other party shall not affect or impair such party’s rights in respect to any
subsequent default of the same or a different nature.  This Agreement
contains the entire Agreement of the parties and supersedes all prior agreements
and understandings, written and oral, regarding the subject
matter.  This Agreement may not be construed for or against a party
based upon authorship.


    
      
         


      

      
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     IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.

     

    
      	 
      	
              Nautilus
      Global Partners, LLC

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ Joseph Rozelle

            
	 
      	
              Authorized
      Signatory

            
	 
      	 
      
	 
      	
              Action
      Acquisition Corporation

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ David Richardson

            
	 
      	
              Authorized
      Signatory

            


    


    
      
         


      

      
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