Unassociated Document


    Exhibit
10.2

     

    AGREEMENT – Government
Contracting

    


    This agreement is between, M3 Lighting,
inc. (M3) a company located in
Atlanta  and CST Federal Services (CST), a Florida Corporation the
undersigned ("Strategic Partner”) agree as follows:

    


    1. Purpose. The purpose of this Agreement is to
establish an alliance whereby CST shall team with M3 to secure government
contracts. CST will provide M3 leads on opportunities with the
federal government, strategy and implementation in the area of the federal
contracting process, and oversee the process for Government business
procurement.

    


    2. Term. This Agreement is effective as the
date signed by M3
and CST(“Effective Date”)
Either party may terminate this Agreement at the end of the then-current period
by giving written notice at least thirty (30) days prior to the end of that
period. This Agreement is effective as of the date signed by M3 (“Effective Date”) and shall remain in
effect for an initial period of two (2) years (“Initial Period”). After the Initial
Period, the term can be extended for successive one (1) year periods if both
parties agree.

    


    3. Remuneration/Percentage.

    CST will receive 15% of any gross revenues generated
for each government contract pursued with M3. Government contracts are set up under
CST Federal Services.

    


    IF M3 brings needs to subcontract out
any work, CST will still receive 15% of the gross revenues unless a unique
arrangement is agreed upon by both parties on a case by case
basis.

    


    Upon termination of this contract,
commissions/fees due to CST and M3 would survive the termination of this
contract until each government contract would expire.

    


    4. M3 shall provide the marketing and
promotional material for CST to bring to the market.

    


    5. Confidential
Information. Both parties
shall treat the information, ideas, designs, client lists, emails, processes,
trade secrets, specifications, logos, plans, rules, guidelines, diagrams,
schedules, blueprints, ("Confidential Information") as strictly confidential.
Neither party shall, directly or indirectly, divulge Confidential Information or
cause it to be used in competition with the disclosing
party.

    


    6. Indemnification. 6.1 Each party shall indemnify, defend
and hold harmless the other and its officers, shareholders, employees,
directors, suppliers and agents, from any losses, claims, demands, actions,
causes of action, suits, costs, attorney’s fees, damages, expenses,
compensation, penalties, liabilities or obligations of any kind (“Losses”)
resulting from or asserted by a third party, that arise out of, or are incurred
in connection with the indemnifying party’s: (i) gross negligence or willful
misconduct resulting in personal injury or property damage; (ii) failure to
comply with applicable law; or (iii) material breach of this
Agreement.

    


    6.2 The obligation to provide
indemnification under this Agreement is contingent upon: (i) the indemnified
party promptly notifying the indemnifying party in writing of any claim; (ii)
the indemnifying party having sole control over the defense and settlement of
the claim; (iii) the indemnified party reasonably cooperating during defense and
settlement efforts; and (iv) the claim not arising, in whole or in part, out of
the indemnified party's breach of this Agreement.

    


    7. Termination and
Additional Remedies. In
addition to any other remedies at law or in equity to which they are entitled,
both parties reserve the right to terminate this Agreement if the other party:
(i) fails to cure a material breach of this Agreement for more than thirty (30)
days following receipt of written notice; (ii) is the subject of a dissolution
or bankruptcy action; (iii) suffers the appointment of a receiver or trustee; or
(iv) commits any act relating to this Agreement with the intent to defraud the
terminating party. M3 will
not circumvent nay relationships that CST brings forward as part of this
relationship.

     

    
      
         

      

      
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    8. Miscellaneous. 

    


    8.1 Strategic Partner shall
not assign, subrogate or transfer any interest, obligation or right under this
Agreement without prior written consent from M3 or CST, and any such attempt
shall be null and void. Any dissolution, merger, consolidation, reorganization
or transfer of a majority of the assets or stock of Strategic Partner shall
constitute an attempted assignment of this Agreement. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties and
their successors or assigns.

    


    8.2 This Agreement shall be
governed by the state and Federal laws applicable in Florida.

    


    8.3 This Agreement may only be
modified by written agreement of the parties.

    


    


    Signature
Page CST Federal Services/M3

    


    Accepted:

     

     

    
      
        	CST
      Federal Services, Inc.	 	 	M3
      Lighting, Inc.	 
	 	 	 	 	 
	
                /s/Ira
      Shapiro

              	 	 	
                /s/Robert
      Miller

              	 
	
                Signature  

              	 	 	
                Signature  

              	 


      



    
      
        
          	Ira
      Shapiro, COO	 	 	Authorized
      signature	 
	CST
      Federal Services	 	 	M3
      Lighting, Inc.	 
	 	 	 	 	 
	
                  7/29/2009

                	 	 	
                  7/29/2009

                	 
	
                  Date   

                	 	 	
                  Date   

                	 


        

         

      

    

    
      
         

      

      
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