Filed by sedaredgar.com - Aqua Society, Inc. - Exhibit 10.2






MANAGEMENT CONSULTING SERVICES AGREEMENT

THIS AGREEMENT dated effective as of the
1stday of September, 2009.

BETWEEN: 


  
    
      FRANK IDING, of Hydethorpe Road 105, London, England
        SW12 OJF, United Kingdom 

      (hereinafter called the “Manager”) 

    

  



OF THE FIRST PART

AND: 


  
    
      AQUA SOCIETY, INC., a Nevada corporation, having
        a business address at Konrad-Adenauer Strasse 9-13, 45699, Herten, Germany
      

      (hereinafter called the “Company”) 

    

  



OF THE SECOND PART

WHEREAS: 

	A. 	
      The Company wishes to retain the services of the Manager
      to act as the Company’s Chief Financial Officer and Treasurer;
  and

	 	 
	B. 	
      The Manager has the business and management experience
      and expertise to provide the desired services to the
  Company,



NOW THEREFORE THIS AGREEMENT WITNESSES that, in
consideration of the following mutual covenants and agreements, the sufficiency
of which is hereby acknowledged, the parties hereto agree as follows: 

	1. 	
      The Manager hereby agrees to act as the Company’s Chief
      Financial Officer and Treasurer (the “Management Services”).

	 	 
	2. 	
      In consideration of the Manager providing the Management
      Services to the Company, the Company agrees to pay to the Manager a
      consulting fee equal to $9,000 US per month (the “Consulting Fee”) payable
      on the 1st day of each month, beginning on September 1,
      2009.

	 	 
	3. 	
      For each fiscal year of the Company that started and
      completed during the term of this Agreement (and for greater clarity,
      beginning with the Company’s fiscal year ending September 30, 2010)
      (hereinafter referred to as a “Qualifying Year”), the Company shall pay to
      the Manager a bonus (the “Bonus”) equal to 2% of the amount, if any, by
      which the Company’s net income before taxes for the particular Qualifying
      Year exceeds $1,000,000 US. The Bonus shall be paid by the Company on or
      before January 31 of the year following the particular Qualifying
    Year.

	 	 
	4. 	
      For the purposes of this Agreement, “net income before
      taxes” shall mean the Company’s net income before taxes as set out in the
      financial statements of the Company as audited by the Company’s auditors
      for the particular Qualifying Year. The amount so set out in the Company’s
      audited financial statements for the particular Qualifying Year shall be
      final and binding on the Company and the Manager.

	 	 
	5. 	
      In order to be entitled to receive the Bonus, the Manager
      must provide the Management Services to the Company for the entire
      Qualifying Year. If the Manger ceases to provide the Management Services
      to the Company prior to the end of the particular Qualifying Year for any
      reason whatsoever, the Manager’s entitlement to the Bonus shall be
      forfeited, and the Company’s obligation to pay the Bonus shall
    cease.

	 	 
	6. 	
      At the end of each Qualifying Year, provided that a
      majority of the Company’s Board of Directors, not including the Manager,
      determines that the Manager has reasonably fulfilled his duties and
      obligations







-2-


		
      under this Agreement during that particular Qualifying
      Year, the Company shall grant to the Manager options (the “Options”) to
      purchase 200,000 shares of the Company’s common stock, and exercisable at
      a price equal to 80% of the market price of the Company’s common
    stock.

	 	 	 
	7. 	
      Any Options granted to the Manager pursuant to this
      Agreement shall be exercisable for a period of three years from the date
      such Options are granted, except that:

	 	 	 
		(a) 	
      Subject to subsection (b) below, if the Manager ceases to
      provide the Management Services to the Company for any reason other than a
      reason set out in subsection (b) below, the Options shall cease to be
      exercisable thirty days after the date the Manager ceases to provide the
      Management Services to the Company; and

	 	 	 
		(b) 	
      If the Manager ceases to provide the Management Services
      to the Company as a result of a breach of the Manager’s duties and
      obligations to Company, whether arising out of this Agreement or
      otherwise, the Options shall cease to be exercisable on the date the
      Manager ceases to provide Management Services to the Company.

	 	 	 
	8. 	
      For the purposes of calculating the exercise price for
      the Options, “market price” shall be determined as follows:

	 	 	 
		(a) 	
      if the Company’s common stock is listed on an established
      stock exchange or exchanges or the NASDAQ National Market, the lesser of
      (i) the closing price per share on the date immediately preceding the
      grant date of the Options (the “Grant Date”), and (ii) the average closing
      price per share as quoted on the principal exchange on which the Company’s
      common stock is traded or as reported by the NASDAQ National Market, as
      the case may be, during the ten (10) trading days immediately preceding
      the Grant Date;

	 	 	 
		(b) 	
      if the Company’s common stock is not then listed on an
      exchange or the NASDAQ National Market, but is quoted on the NASDAQ
      Capital Market, the OTC Bulletin Board service or the Pink Sheets, the
      lesser of (i) the closing price per share on the date immediately
      preceding the Grant Date, or (ii) the average of the closing bid and ask
      prices per share for the Common Stock as quoted by the NASDAQ Capital
      Market, the OTC Bulletin Board or the Pinks Sheets, as the case may be,
      during the ten (10) trading days immediately preceding the Grant Date;
      or

	 	 	 
		(c) 	
      if there is no such reported market for the Company’s
      common stock for the date in question, then an amount determined in good
      faith by the Company’s Board of Directors.

	 	 	 
	9. 	
      The Company agrees to reimburse the Manager for any
      properly receipted expenses directly attributable to performing his
      obligations to the Company pursuant to this Agreement, provided that any
      expenses in excess of $1,000 shall require the prior written approval of
      the Company (the “Reimbursable Expenses”).

	 	 	 
	10. 	
      The parties agree that the Manager will provide the
      Management Services to the Company as, and when, needed. The Manager will
      not be restricted from participating in other business activities that do
      not conflict with his duties and obligations to the Company under this
      Agreement.

	 	 	 
	11. 	
      The Manager covenants and agrees with the Company to, at
      all times, use his best efforts to advance the interests of the Company
      and to faithfully, industriously and, to the best of his abilities,
      perform the Management Services and the Manager further covenants and
      agrees with the Company that it will not engage in any activities that
      would bring the Company’s reputation into disrepute.

	 	 	 
	12. 	
      The Manager represents and warrants to the Company as
      follows, and acknowledges that the Company is relying upon these
      representations and warranties in entering into this
  Agreement:




	 	(a) 	
      the Manager has the necessary expertise to effectively
      provide the Management Services;



2




-3-


	 	(b) 	
      the Manager is not aware of any fact or matter which
      would prevent the Manager from carrying out his duties and obligations
      pursuant to this Agreement;

	 	 	 
	 	(c) 	
      No bankruptcy petitions have been filed within the last
      five years by or against any business of which the Manager was a general
      partner or executive officer either at the time of the bankruptcy or
      within two years prior to that time;

	 	 	 
	 	(d) 	
      Within the past five years, the Manager has not been
      convicted in any criminal proceeding or been the subject of any pending
      criminal proceeding (excluding traffic violations and other minor
      offenses);

	 	 	 
	 	(e) 	
      Within the past five years, the Manager has not been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      and

	 	 	 
	 	(f) 	
      Within the past five years, the Manager has not been
      found by a court of competent jurisdiction (in a civil action) or any
      securities regulatory body to have violated any federal or state
      securities or commodities laws.




	13. 	
      The Manager acknowledges and agrees with the Company that
      he will at all times be an independent contractor and shall not at any
      time be or be deemed to be an employee of the Company.

	 	 
	14. 	
      This Agreement shall commence on the date first written
      above and may be terminated by either party by written notice given not
      less than three (3) months from the date of termination or such shorter
      period as may be agreed by the parties, in writing.

	 	 
	15. 	
      No amendment of this Agreement shall be valid unless such
      amendment is made in writing and executed by both parties.

	 	 
	16. 	
      This Agreement shall be deemed to have been entered into
      in, and shall be governed by, the laws of the State of Nevada.

	 	 
	17. 	
      The failure of any party to insist, whether in one or
      more instances, upon the performance of any of the terms or conditions of
      this Agreement or to exercise any right granted under this Agreement,
      shall not be construed as a waiver of the party’s right to demand the
      future performance of any such term or condition or of such party’s
      entitlement to exercise such right.

	 	 
	18. 	
      The parties may not transfer, subcontract or otherwise
      assign any of the rights or obligations created under this Agreement
      without the prior written consent of the other party.

	 	 
	19. 	
      Time shall be of the essence of this
  Agreement.



-- THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK --

3




-4-


	20. 	
      The Manager acknowledges that this Agreement has been
      prepared by O’Neill Law Group PLLC acting on behalf of the Company only
      and that he has been advised to obtain independent legal
  advice



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

	 	 
	/s/ Frank Iding
      	 
	Frank Iding 	 
	 	 
	 	 
	AQUA SOCIETY, INC. 	 
	by its authorized signatory 	 
	 	 
	 	 
	/s/ Hubert Hamm
      	 
	Hubert Hamm 	 
	President, CEO, Secretary, Treasurer & Director 	 





4