CLIENT
INITIALS/s/
GK
 
 
 Date:
June 30, 2008
 
 PRIVATE &
CONFIDENTIAL
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT AND BUSINESS DEVELOPMENT
CONSULTING
 
 
 This
letter of Agreement will confirm our understanding of the terms and conditions
under which AJENE WATSON (“AWATSON”) is engaged (the “Engagement”) by eDOORWAYS
Corporation and/or any affiliate thereof (collectively, the “Company” or
“CLIENT”) as its consultant in connection with the development and
implementation of an Entertainment Division of the eDOORWAYS
Corporation.
 
 This is
an Amended and Restated Agreement that supercedes and takes precedence over the
previous agreement between the two parties entitled “Engagement Agreement for
Management and Business Development Consulting” executed by the parties on March
10th,
2008. This Agreement is deemed to be effective as of that date, and contains
several changes implemented to simplify and eliminate several compensation
issues in the March 10th
Agreement.
 
 
 RECITALS
 
 A.
              Company
      desires that AWATSON, as a consultant, assist in the overall business
      development, implementation, and launch of the eDOORWAYS brand and
      company,and,
 
 B.
              Company
      desires that AWATSON, as a consultant, assume primary responsibility for
      the extension and implementation of the eDOORWAYS brand into the
      entertainment vertical market, and,
 
 C.
              The
      parties desire to memorialize in writing the terms of their Engagement
      with regard to AWATSON's consultancy compensation
    therefore.
 
 
 AGREEMENT
 
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the Company and AWATSON hereby agree as
follows:
 
 1.
              Consultant
      Services
 
 AWATSON's
overall objective is to the best extent of its abilities investigate, develop
and incorporate an Entertainment Business as a division of eDOORWAYS and render
all other assistance that the Company may require from time to time as it
pertains to the overall business development and launch of eDOORWAYS brand and
company. In this respect, AWATSON will provide consulting to the Company mat may
include any or all of the following:
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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  CLIENT
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 ■
                Assuming
      the lead role in the creation of all marketing, advertising and other
      strategic elements required in implementing the brand in the music and
      film markets;
 
 ■
                Assist
      in the development, implementation, and launch of the eDOORWAYS brand as
      required by Company;
 
 ■
                From
      time to time provide assistance of Client as the company launches and
      builds the eDOORWAYS brand and
company.
 
 ■
                Identification
      and screening of prospective strategic partners, acquisitions of existing
      entertainment related companies and eDOORWAYS investment into
      R&D/developmental stage
companies;
 
 ■
                Assistance
      in negotiating and timely closing Financing Transactions and renegotiating
      existing relationships; and,
 
 ■
                Coordinating
      the professional services of third party consultants, vendors and
      development companies.
 The
Company will be responsible for fully supporting AWATSON in all actions and
activities pre-approved by the Company that AWATSON may take on behalf of the
Company in direct correlation with AWATSON's responsibilities as stipulated
herein. The Company shall be responsible for the delivery and development of
content for any marketing material and other documents for the express purpose
of developing the Entertainment Division and launch of eDOORWAYS and all such
material shall be made available to AWATSON when reasonably
requested.
 
 
 2.
              Method of Performing
      Services
 
 AWATSON
will determine the method, details, and means of performing the above-described
services. AWATSON may perform the Services under this Agreement at any suitable
time and location of AWATSON's choice, however AWATSON shall make itself and key
management available to the Company the equivalent of two and one half (21/2)
modified business days per week.
 
 3.
              Status of
      AWATSON
 
 AWATSON
as a consultant is and shall remain an independent contractor. AWATSON and any
agents or employees of AWATSON shall not act as an officer or employee of
Company. Company assumes no liability for AWATSON's actions in performance, or
responsibility for taxes, funds, payments or other commitments, implied or
expressed, by or for AWATSON.
 
 
 4.
              Use of Employees or
      Subcontractors
 
 Upon
Company's prior written approval if any additional cost to Company will be
incurred, AWATSON may use any employees or subcontractors as AWATSON deems
necessary to perform the services required of AWATSON by this Engagement.
Company acknowledges and agrees that AWATSON may realize a commission on the use
of such employees and subcontractors for the performance of additional services
as described in Section 11, and such commission shall be an included cost in any
proposal submitted to Company by AWATSON. Notwithstanding the foregoing, any
proposal prepared by AWATSON, which includes consulting fees to be charged by
AWATSON to Company, shall be clearly identified and quoted as such.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 5.
              AWATSON'S
      Qualifications
 
 AWATSON
represents and warrants that AWATSON has the qualifications and skills necessary
to perform the services under this Engagement in a competent and professional
manner, and is able to fulfill the requirements of this Engagement. AWATSON
shall comply with all applicable federal, state and local laws in the
performance of its obligations hereunder, and all materials used by AWATSON in
fulfilling its obligations under this Engagement shall not infringe upon any
third party copyright, patent, trade secret or other proprietary right. AWATSON
acknowledges and agrees that failure to perform all the services required under
this Engagement constitutes a material breach of the Engagement.
 
 6.
              Exclusivity
 
 During
the Engagement, AWATSON shall have the right to initiate, continue and conduct
contacts, negotiations or other discussions on behalf of the Company and to
serve as the Company's non-exclusive consultant and business director, operating
on a best efforts basis with respect to the development and launch of both the
Entertainment Division and eDOORWAYS brand. The Company agrees that AWATSON
shall be kept fully informed with respect to all brand and business development,
business negotiations and other developments regarding the overall launch of
eDOORWAYS.
 
 7.
              Non
      Circumvention
 
 AWATSON
considers its methods, sources, associates and other professional service
providers a valuable asset. These assets have been developed at considerable
cost and time, effort and resources, and as such are fundamental to AWATSON's
livelihood and future. Accordingly, the Company agrees not to make direct or
indirect contact with any of AWATSON's sources or utilize and/or adopt AWATSON's
business strategies and/or methods except through AWATSON or with written
consent from AWATSON. The Company further agrees not to disclose AWATSON's
sources or methods to any third party.
 
 8.
              No Obligation to
      Accept Financing
 
 Company
shall not be obligated to accept or implement any business development strategy
that may be presented to it by AWATSON, and AWATSON shall have limited authority
to make representations on behalf of Company with the Company's prior and
expressed consent. However, while AWATSON may not under any circumstance bind
Company in any manner whatsoever, he may in principle enter into contractual
obligations specific to the development of the Entertainment Division and may in
principle negotiation various opportunities as it pertains to the overall
development of the eDOORWAYS' business and brand. If Company does elect, adopt,
and employ any strategy, business plan, acquisition, merger, partnership or
development presented to it by AWATSON, the final terms of implementation shall
be fully subject to negotiation and/or approval by Company.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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   9.
              Term and
      Termination
 
 This
Engagement allows for two (2) independent term periods which shall be set forth
as follows:
 
 i.
              The
      Trial Period shall be for a period of 90days or three (3) months “Trial
      Period”.
 
 ii.
              If
      there is no termination of the Trial Period, this Engagement shall
      automatically renew for an extended period of and additional twelve (12)
      months ("Extended Period").
 
 Both the
Trial and Extended Period's shall collectively be (the “Term”)
 
 This
Engagement allows for two (2) termination opportunities; these are as
follows:
 
 i.
              The
      Company or AWATSON may terminate the Engagement upon written notice within
      48 hours of the termination date of the initial Trial
    Period.
 
 ii.
              If
      the Trial Period is not terminated, then upon sixty (60) days written
      notice thereafter the Extended Period commences, the Company or AWATSON
      may terminate the Engagement at any
time.
 
 The
proposed terms and statements of intention set forth in this Engagement are
based on the information made available to AWATSON about the Company, its
industry, the existing market conditions and bona fide intent do develop an
Entertainment Division and launch the eDOORWAYS brand. Accordingly, AWATSON, in
its sole discretion, shall have the right to terminate the Engagement or
indefinitely postpone the Engagement, at any time AWATSON determines that any of
the following have occurred:
 
 a.
              A
      material adverse change in the business, condition (financial or other),
      results of operations or prospects of the
  Company;
 
 b.
              If
      material information relating to the Company is found to result in
      unfavorable facts currently unknown to AWATSON or the Company fails to
      comply with any and all applicable laws and
  regulations;
 
 c.
              There
      are any unanticipated delays on the part of the Company in proceeding with
      the launch of eDOORWAYS and/or the development of the Entertainment
      Division;
 
 d.
              The
      results of any due diligence investigation of the Company's current
      business and legal affairs by AWATSON are not satisfactory to AWATSON in
      AWATSON's sole discretion; or
 
 e.
              There
      is any other event of general consequence that in AWATSON's sole
      discretion, would adversely affect the overall development of the business
      and launch of the brand.
 
 Similarly
to the aforementioned, the proposed terms and statements of intention set forth
in this Engagement are based on the information made available to the Company
about AWATSON. Accordingly, the Company, in its sole discretion, shall have the
right to terminate the Engagement or indefinitely postpone the Engagement, if
during the Trial Period AWATSON doesn't make substantial achievements (i.e.
forming strategic relationships, implementing possible entertainment model,
negotiate/renegotiate transactions, manage third parties and company
expectations, etc.) and/or doesn't make any other substantial, quantifiable
contribution to the Company; or thereafter the Trial Period, no additional
quantifiable contributions of any kind are made.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 Any such
termination shall be without any continuing obligation of the Company or AWATSON
except that: (a) the Company shall remain obligated to pay for any compensation
earned and expenses incurred by AWATSON during the Trial Period if such isn't
terminated at the prescribed time with cause; (b) in any case, during the
Extended Period, the Company shall remain obligated to pay for any compensation
earned and expenses incurred by AWATSON to the date of termination; (b) the
Indemnification Provisions (as herein defined) and all applicable provisions
will remain in effect, and (c) if the Company implements and financially
benefits from any development, strategy, business model, partnership, strategic
relationship, etc., within eighteen (18) months following such termination, with
any person, entity or item that prior to such
termination:     (i) AWATSON identified to the Company
as a potential participant in the Entertainment Division and/or overall
development of company and brand, (ii) contacted or was contacted directly or
indirectly by the Company or AWATSON via AWATSON's contacts with respect to the
Entertainment Division and/or overall development of the company and brand,
(iii) conducted R&D, or, (iv) any strategy, plan, method or business model,
then AWATSON shall be entitled to a royalty and/or other type of compensation
regardless of whether AWATSON is involved in initiating or consummating the
opportunity.
 
 10.
              Compensation
 
 Company
shall pay both a retainer of ONE HUNDRED FIFTY-FIVE THOUSAND ($155,000) DOLLARS
and a monthly fee of FIFTY THOUSAND ($50,000) DOLLARS, which shall be due and
payable as follows:
 
 A.
              Retainer
 Upon
execution of this Engagement, the Company shall:
 
 i.
              Pay
      AWATSON a nonrefundable cash retainer of FIVE THOUSAND ($5,000)
      DOLLARS.
 
 ii.
              Pay
      a nonrefundable equity retainer of ONE HUNDRED FIVE THOUSAND ($105,000)
      DOLLARS in free trading common stock based on a price of $0.0025 per
      share, and a refundable equity retainer of FORTY-FIVE THOUSAND ($45,000)
      DOLLARS in restricted securities based on a price of $0.005 per share;
      both such retainers combined to total ONE HUNDRED FIFTY THOUSAND
      ($150,000) DOLLARS.
 
 The
refundable portion of the retainer is refundable only in the event the
Engagement is terminated at the conclusion of the Trial Period for due cause.
Thereafter the Trial Period, such portion of the retainer is no longer
refundable.
 
 All
retainers shall be due and payable upon execution of this agreement. Whereby the
Company lacks sufficient free trading stock to satisfy the aforementioned
retention, the company may satisfy any deficits in U.S. Dollars within five (5)
business days or deliver such remaining securities to AWATSON over time as free
trading stock becomes available but not to exceed a period greater than 120
days.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 B.
              Monthly
      Compensation
 
 Company
shall pay AWATSON a monthly compensation of FIFTY THOUSAND ($50,000) DOLLARS
which shall be paid as follows:
 
 i.
              FIFTY-EIGHT
      (58%) Percent (Twenty-Nine Thousand ($29,000) Dollars) of the monthly
      compensation shall be paid in the form of Restricted Stock at a 10%
      discount from the day's prior closing bid price ("Discounted
      Compensation") on the first business day of each month. Such Discounted
      Compensation is not to exceed an equivalent share amount of Five Million
      Eight Hundred Thousand (5,800,000) Shares ("Maximum Share Discounted
      Compensation") or calculate lower than a per share price of $0.005
      ("Minimum Discounted Share Price"). If the per share price of the
      Discounted Compensation equates to less than the Minimum Discounted Share
      Price, then the Company shall only issue to AWATSON the Maximum Share
      Discounted Compensation with any deficits to be satisfied and paid to
      AWATSON in U.S. Dollars within 30
days.
 
 All
Discounted Compensation earned during the Trial Period is refundable if the
Engagement is terminated at the conclusion of the Trial Period for due cause.
Thereafter the Trial Period, any and all Discounted Compensation earned is
nonrefundable; and,
 
 ii.
              THIRTY-NINE
      (39%) PERCENT (Nineteen Thousand Five Hundred ($19,500) Dollars) of the
      monthly compensation shall be paid in the form of free trading common
      stock based on the day's prior closing bid price ("Common Compensation")
      on the first business day of each month. Such Common Compensation is not
      to exceed an equivalent share amount of Two Million Seven Hundred
      Eighty-Five Thousand Seven Hundred Fourteen (2,785,714) Shares ("Maximum
      Share Common Compensation") or calculate lower than a per share price of
      $0,007 ("Minimum Common Share Price"). If the per share price of the
      Common Compensation equates to less than the Minimum Common Share Price,
      then the Company shall only issue to AWATSON the Maximum Share Common
      Compensation with any deficits to be paid to AWATSON in U.S. Dollars
      within 30 days.
 
 The
Company shall effect an issuance of Free Trading shares, after having been
properly registered with the U.S. Securities and Exchange Commission ("SEC") via
any appropriate means afforded to the Company by the SEC, to AWATSON in
accordance with this Engagement.
 
 All
Common Compensation earned throughout the term is nonrefundable;
and,
 
 iii.
              THREE
      (3%) PERCENT (One Thousand Five Hundred ($1,500) Dollars) of the monthly
      compensation shall be paid in cash ("Cash Compensation") on the 1stBusiness Day of each month with the exception of the initial
      engagement month as no monthly compensation is required. All cash
      compensation earned is
nonrefundable.
 
 All stock
retainers and other stock compensation shall cause the Company, in accordance
with this Section 10, to issue certificates to AWATSON or to the name of any
Person(s) AWATSON shall elect. In the event AWATSON elects to have Company issue
shares in the name of any Person(s) other than AWATSON, than AWATSON will pay
all transfer agent and other taxes and charges payable with respect
thereto
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 11.
              Invoicing and Payment
      Terms
 
 AWATSON
shall submit to Company an invoice for the Retainer Fee upon the consummation of
this Engagement. AWATSON shall also submit to Company a monthly invoice for
services rendered on the first of each month. Company agrees to pay Discounted
Compensation and Common Compensation to AWATSON within ten (10) days after
receipt of the invoice along with any net amount past due to AWATSON within ten
(10) days after receipt of the statement. The Cash Compensation must be paid
within three (3) days thereafter Company is in receipt of AWATSON's
invoice.
 
 12.
              Expenses
 
 In
addition to the fees described above, and exclusive of any amounts otherwise
payable pursuant to the Indemnification Provisions, the Company agrees to cover
any expense deemed necessary by Company for AWATSON to incur. Generally these
expenses will represent travel, lodging, transportation, document
procurement/delivery and any pre-approved reimbursement. All other expenses
incurred by AWATSON as a result of AWATSON's general business methods, practices
and daily operation requirements are the sole responsibility of
AWATSON.
 
 The
Company also agrees to cover any expense and/or fees charged by third parry
professionals should it be determined by both the Company and AWATSON that such
professional services are required. For the sake of clarity, AWATSON's
Engagement shall not include giving tax, legal, regulatory, accounting or other
specialist or technical advice or associated services. The Company hereby
acknowledges that AWATSON has not been engaged too and will not particularly
seek to raise funds at anytime for the eDOORWAYS brand and/or its Entertainment
Divisions and is not a licensed bank, securities broker or dealer or legal
counsel and is in no way not acting as or holding itself out to be any of the
above.
 
 13.
              Entire
      Agreement
 
 This
Engagement is intended to and does contain and embody all of the understandings
and agreements, both written and oral, between the parties with respect to the
subject matter of this Engagement, and this Engagement supersedes all prior
agreements and understanding with respect to the subject matter
hereof.
 
 14.
              Disclosure of
      Information
 
 The
Company will furnish AWATSON with such information concerning the Company and
its industry as AWATSON reasonably requests in connection with this Engagement.
The Company warrants and represents that such information will not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances
under which such statements are made. The Company further warrants and
represents that any marketing material, financial forecasts and projections,
information or implied intention that it makes or provides to AWATSON will be
prepared in good faith and will be based upon assumptions that reflect the best
judgments of the management of the Company as to the matters covered thereby
and, in light of the circumstances under which they are made, are reasonable. In
addition, the Company will keep AWATSON advised of all material developments
affecting the Company. The Company recognizes and agrees that AWATSON (a) will
rely solely on such information and other information available from generally
recognized public sources in performing the services contemplated hereunder; and
(b) will not undertake independent verification of, and does not assume
responsibility for the accuracy or completeness of, such
information.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 The
Company acknowledges that all opinions and advice (written or oral) given by
AWATSON to the Company in connection with AWATSON's Engagement will be treated
by the Company as confidential, are intended solely for the use of the Board of
Directors and senior management of the Company in considering the development of
the Entertainment Division to which they relate and are not for the use of, and
cannot be relied upon, by any other person or be used or relied upon for any
other purpose. The Company shall not make any public references to AWATSON
without the prior written consent of AWATSON. Without prior consultation with
AWATSON, the Company shall not make any disclosure of such developments
otherwise when required by law or by order of a court of competent jurisdiction,
or make any announcement or filing, otherwise when so legally required, in which
AWATSON's name appears.
 
 15.
              Modification
 
 A
modification or waiver of any of the provisions of this Engagement shall be
effective only if made in writing by the parry against whom its enforcement is
sought. The failure of any party to insist upon strict performance of any of the
provisions of this Engagement shall not be construed as a waiver of any
subsequent default of the same or any similar nature, or of another nature or
kind.
 
 16.
              Addresses for
      Notices
 
 All
notices and other communications provided for hereunder shall be in writing and
shall be delivered by United States mail, hand delivery or by Private Courier
to:
 
 If to the
Company:
 
 eDOORWAYS
Corporation
 2602
Yorktown Place
 Houston,
Texas 77056
 
 If to
AWATSON:
 
 AJENE
WATSON
 P.O. Box
781047
 Orlando,
FL 32878-1047
 
 All
notices requests, and other communications shall be deemed delivered and
received only upon actual receipt by the addressee).
 
 17.
              Indemnification
 
 The
Company and AWATSON agree to the indemnification and contribution provisions set
forth on Annex A, attached to this Engagement and incorporated herein in its
entirety (the "Indemnification Provisions").
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 18.
              Miscellaneous
 
 Each of
AWATSON and the Company represents that this Engagement has in all respects been
duly authorized, executed and delivered by and on behalf of itself. This
Engagement and the Indemnification Provisions embody the entire agreement and
understanding of the parties hereto and supersede all prior agreements and
understandings, written and oral, relating to the subject matter hereof and may
not be modified or amended, or any term or provision hereof waived or
discharged, except in writing signed by the party against whom such
modification, waiver or discharge is sought to be enforced. This Engagement, all
rights and obligations in connection herewith and any claim related directly or
indirectly to this Engagement (including any claim concerning advice provided
pursuant to this Engagement) shall be governed and shall be interpreted,
construed and enforced in accordance with and governed by the applicable laws of
NY without regard to principles of conflict of laws. Each party agrees that all
legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Engagement (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting
in the State of New York (the "NY Courts"). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the NY Courts for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, or such NY Courts are
improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Engagement
and agrees that such Service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Engagement or the transactions contemplated hereby. If
either party shall commence an action or proceeding to enforce any provisions of
this Engagement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.
 
 Nothing
in this Engagement shall limit AWATSON's ability to consult and conduct business
for and with others, including competitors of the Company, and to engage in
activities similar to those contemplated hereunder.
 
 The
Company acknowledges and agrees that (i) this Engagement does not constitute a
commitment or undertaking on the part of AWATSON to provide any financing; (ii)
AWATSON is acting as an independent contractor hereunder, and neither anything
in this Engagement nor the nature of AWATSON's services shall be deemed to
create a partnership, fiduciary or agency relationship between AWATSON or any
other party unless otherwise specified; and (iii) AWATSON has no duties or
obligations to any other person, including without limitation the equity holders
and creditors of the Company, by virtue of this Engagement or the retention of
AWATSON hereunder, and no such person shall be deemed a third party beneficiary
of this Engagement or have any rights by virtue of this Engagement or the
retention of AWATSON hereunder.
 
 19.
              No
      Assignment
 
 No party
may assign or transfer any rights or obligation hereunder.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 If any
Indemnified Party is requested or required to appear as a witness in any Action,
then the Parties agree to pay the Indemnified Party's a per diem fee of $1,500
per person for each half day of testimony and $750 per person for each half day
of preparation for any time such Indemnified Party expends in connection with
appearing and/or preparing to appear as a witness in such Action.
 
 If for
any reason the foregoing indemnification is unavailable or insufficient, then
the Parties shall contribute to the Liabilities and Expenses paid or payable by
such Indemnified Parry to the extent such indemnification is unavailable or
insufficient in such proportion as is appropriate to reflect (i) the relative
benefits to the other Party and its shareholders of the matters contemplated by
the Agreement received, or sought to be received (whether or not a Transaction
is consummated) or (ii) if the allocation provided by the immediately preceding
clause is not permitted by the applicable law, not only such relative benefits
but also the relative fault of either Party, in connection with the matters as
to which such Liabilities or Expenses relate, as well as any other relevant
equitable considerations; provided that in no event shall either Party
contribute less than the amount necessary to ensure that all Indemnified
Parties, in the aggregate, are not liable for any Liabilities and Expenses in
excess of the amount of fees actually received by the other Party pursuant to
the Agreement. For purposes of the foregoing, relative benefits to the both
Parties (and any other Indemnified Party) shall be deemed to be in the same
proportion that the total value paid or contemplated to be paid in connection
with a Transaction bears to the fees paid to AWATSON pursuant to its engagement
in respect of such Transaction.
 
 If
multiple claims are asserted against an Indemnified Party in any Action, and
indemnification as to at least one of such claims is permitted under applicable
law and provided for under this Annex A, then the Parties agree that any
judgment or award shall be conclusively deemed to be based on claims as to which
indemnification is permitted and provided for, except to the extent the judgment
or award expressly states that the judgment or award, or any portion thereof, is
based solely on a claim or claims as to which indemnification is not
available.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08
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 IN
WITNESS WHEREOF, the parties have executed this Engagement as of the Effective
Date.
 
 Please
confirm that the foregoing correctly sets forth our agreement by signing sad
returning to AWATSON before June 30*, 2008. A duplicate signed copy of this
Engagement is enclosed herewith.
 
 
 AJENE
WATSON
 
 By:
              
              /s/
      Ajene WatsonAjene WatsonMember
              6/30/08
 
 
 Accepted
and agreed to, as of the date of this letter:
 
 eDOORWAYS
Corporation
 
 
 By:
              
              /s/
      Gary f. KimmonsName:
              
              Gary
      f. KimmonsTitle:
              
              CEO
              6/30/08
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GK
 
 
 IN
WITNESS WHEREOF, the parties have executed this Engagement as of the Effective
Date.
 
 Please
confirm that the foregoing correctly sets forth our agreement by signing and
returning to AWATSON before June 30th,
2008. A duplicate signed copy of this Engagement is enclosed
herewith.
 
 AJENE
WATSON
 
 By:
              
              /s/Ajene
      WatsonAjene WatsonMember
 
 
 Accepted
and agreed to, as of the date of this letter:
 
 eDOORWAYS
Corporation
 
 
 By:Name:
              
              Gary
      f. KimmonsTitle:
              
              CEO
  Page
12
  CLIENT
INITIALS/s/
GK
 
 
 Annex
"A"
 
 Indemnification
Provisions
 
 
 In
connection with the Engagement of AWATSON Corp. ("AWATSON") by eDOORWAYS
Corporation (the "Company") dated March 10th,
2008, between the Company and AWATSON (collectively the "Parties"; individually,
the "Party") as it may be amended from time to time (the "Agreement"), the
Parties hereby agree as follows:
 
 The
Parties agree to indemnify the other Party, each Party's present and former
controlling persons (as such term is defined in the Securities Act of 1933),
affiliates, directors, officers, employees, agents and representatives (AWATSON
and each such person being an “Indemnified Party”) from and against any and all
losses, claims, damages, judgments, assessments, liabilities, costs and expenses
(including reasonable attorneys' fees and disbursements), joint or several, to
which such Indemnified Party may become subject under any federal or state law
or otherwise (collectively, "Liabilities"), and will reimburse each Indemnified
Party for all fees and expenses (including reasonable attorneys' fees and
disbursements) (collectively, "Expenses") as they are incurred in investigating,
preparing for (including preparing to present testimony or evidence), pursuing,
presenting testimony or evidence relating to or defending any claim, action,
proceeding or investigation, whether or not in connection with pending or
threatened litigation, whether or not either Party initiated such action and
whether or not either Party or any Indemnified Party is a party (collectively,
"Actions"), (i) caused by, or arising out of or in connection with, any untrue
statement or alleged untrue statement of a material fact contained in any sale
or offering memorandum provided to third parties or in any proxy statement or
similar document, if any, provided to the Company's shareholders (including any
amendments thereof and supplements thereto, collectively, the "Disclosure
Documents") or by any omission or alleged omission to state therein a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (other than untrue statements or
alleged untrue statements in, or omissions or alleged omissions from,
information relating to an Indemnified Party furnished in writing by or on
behalf of such Indemnified Party expressly for use in the Disclosure Documents)
or (ii) otherwise relating to, arising out of or in connection with the
Agreement or this Annex A (including the enforcement thereof), advice or
services rendered or to be rendered by any Indemnified Party pursuant to the
Agreement, the transactions contemplated thereby or any Indemnified Party's
actions or inactions in connection with any such advice, services or
transactions, except that, in the case of clause (ii) only, the Company shall
have no such obligation in respect of any Liabilities or Expenses of any
Indemnified Party that are finally judicially determined to have arisen solely
and directly out of the willful misconduct or gross negligence of such
Indemnified Party.
 
 The
Parties also agree that either Party shall have any liability to the other Party
in connection with any matter relating to the Engagement under the Agreement,
except to the extent finally judicially determined that such liability resulted
solely and directly from the willful misconduct or gross negligence of such
Indemnified Party.
 
 The
Parities in their discretion may assume the defense of any Action. If either
Party assumes the defense of an Action, then the defending Party shall not be
liable for any Expenses subsequently incurred by an Indemnified Party in
connection with such Action (other than Expenses incurred in investigation, to
prepare to present testimony or evidence or to present testimony or evidence)
unless (i) the Parties have failed to provide legal counsel reasonably
satisfactory to such Indemnified Party in a timely manner or (ii) such
Indemnified Party shall have reasonably concluded that the representation of
such Indemnified Party by legal counsel selected by the other Party would be
inappropriate due to actual or potential conflicts of interest or that there may
be legal defenses available to such Indemnified Party that are different from or
additional to those available to either Party or any other Indemnified Party
represented by such legal counsel. The Parties also have the right to employ
separate counsels and to participate in the defense thereof at its own expense.
Whether or not the other Party participates in such defense, the defending Party
will not enter into any settlement agreement or compromise with respect to any
such Action without the written consent of the other Party, unless such
settlement or compromise includes an unconditional release of the other Party
and all other Indemnified Parties from all Liabilities with respect to such
Action.
 
 
 AMENDED
AND RESTATED ENGAGEMENT AGREEMENT FOR MANAGEMENT &
 DEVELOPMENT
CONSULTING By AJENE WATSON-6//30/08







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