Consulting
Agreement

     

    Product
Sales Services

     

    Effective
April 12th. 2010, Ms. Vesta Caldwell, (“Ms. Caldwell”) and BAETA Corp
(“Company”) agree as follows:

     

    1.           Services and
Payment.  Ms. Caldwell agrees to undertake and complete the
Services (as defined in Exhibit A) in accordance with and on the schedule
specified in Exhibit
A.  As the only consideration due Ms. Caldwell regarding the
subject matter of this Agreement, Company will pay Ms. Caldwell in accordance
with Exhibit A.

     

    2.           Ownership; Rights;
Proprietary Information; Publicity.

     

    A.           Company
shall own all right, title and interest (including patent rights, copyrights,
trade secret rights, mask work rights, trademark rights, sui generis database rights and all
other intellectual and industrial property rights of any sort throughout the
world) relating to any and all inventions (whether or not patentable), works of
authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by Ms. Caldwell
during the term of this Agreement that relate to the subject matter of, or arise
out of, the Services or any Proprietary Information (as defined below)
(collectively, “Inventions”) and Ms. Caldwell will promptly disclose and provide
all Inventions to Company.  Ms. Caldwell hereby makes all assignments
necessary to accomplish the foregoing ownership; provided that no assignment is
made that extends beyond what would be allowed under New Jersey Labor Code if
Ms. Caldwell was an employee of Company.  Ms. Caldwell shall further
assist Company, at Company’s expense, to further evidence, record and perfect
such assignments, and to perfect, obtain, maintain, enforce, and defend any
rights assigned.  Ms. Caldwell hereby irrevocably designates and
appoints Company as its agents and attorneys-in-fact, coupled with an interest,
to act for and in Ms. Caldwell’s behalf to execute and file any document and to
do all other lawfully permitted acts to further the foregoing with the same
legal force and effect as if executed by Ms. Caldwell.

     

    B.           Ms.
Caldwell agrees that all Inventions and all other business, technical and
financial information (including, without limitation, the identity of and
information relating to customers or employees) Ms. Caldwell develops, learns or
obtains during the period over which Ms. Caldwell is to be providing Services
that relate to Company or the business or demonstrably anticipated business of
Company or that are received by or for Company in confidence, constitute
“Proprietary Information.”  Ms. Caldwell will hold in confidence and
not disclose or, except in performing the Services, use any Proprietary
Information.  However, Ms. Caldwell shall not be obligated under this
paragraph with respect to information Ms. Caldwell can document is or becomes
readily publicly available without restriction through no fault of Ms.
Caldwell.  Upon termination and as otherwise requested by Company, Ms.
Caldwell will promptly return to Company all items and copies containing or
embodying Proprietary Information, except that Ms. Caldwell may keep its
personal copies of its compensation records and this Agreement. Ms. Caldwell
also recognizes and agrees that Ms. Caldwell has no expectation of privacy with
respect to Company’s telecommunications, networking or information processing
systems (including, without limitation, stored computer files, email messages
and voice messages) and that Ms. Caldwell’s activity, and any files or messages,
on or using any of those systems may be monitored at any time without
notice.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    C.           As
additional protection for Proprietary Information, Ms. Caldwell agrees that
during the period over which it is to be providing Services (i) and for one year
thereafter, Ms. Caldwell will not encourage or solicit any employee or Ms.
Caldwell of Company to leave Company for any reason and (ii) Ms. Caldwell
will not engage in any activity that is in any way competitive with the business
or demonstrably anticipated business of Company, and Ms. Caldwell will not
assist any other person or organization in competing or in preparing to compete
with any business or demonstrably anticipated business of Company.

     

    D.           To
the extent allowed by law, Section 2.a and any license to Company hereunder
includes all rights of paternity, integrity, disclosure and withdrawal and any
other rights that may be known as or referred to as “moral rights,” “artist’s
rights,” “droit moral,” or the like. Furthermore, Ms. Caldwell agrees that
notwithstanding any rights of publicity, privacy or otherwise (whether or not
statutory) anywhere in the world and without any further compensation, Company
may and is hereby authorized to use Ms. Caldwell’s name in connection with
promotion of its business, products and services and to allow others to do so
and.  To the extent any of the foregoing is ineffective under
applicable law, Ms. Caldwell hereby provides any and all ratifications and
consents necessary to accomplish the purposes of the foregoing to the extent
possible.  Ms. Caldwell will confirm any such ratifications and
consents from time to time as requested by Company.  If any other
person provides any Services or provides services similar to any of those
referred to above in this paragraph in connection with the Services, Ms.
Caldwell will obtain the foregoing ratifications, consents and authorizations
from such person for Company’s exclusive benefit.

     

    E.           If
any part of the Services or Inventions is based on, incorporates, or is an
improvement or derivative of, or cannot be reasonably and fully made, used,
reproduced, distributed and otherwise exploited without using or violating
technology or intellectual property rights owned or licensed by Ms. Caldwell and
not assigned hereunder, Ms. Caldwell hereby grants Company and its successors a
perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable
right and license to exploit and exercise all such technology and intellectual
property rights in support of Company’s exercise or exploitation of the
Services, Inventions, other work performed hereunder, or any assigned rights
(including any modifications, improvements and derivatives of any of
them).

     

    3.           Warranty.  Ms.
Caldwell warrants that: (i) the Services will be performed in a
professional and workmanlike manner and that none of such Services or any part
of this Agreement is or will be inconsistent with any obligation Ms. Caldwell
may have to others; (ii) all work under this Agreement shall be Ms.
Caldwell’s original work and none of the Services or Inventions or any
development, use, production, distribution or exploitation thereof will
infringe, misappropriate or violate any intellectual property or other right of
any person or entity (including, without limitation, Ms. Caldwell); and,
(iii) Ms. Caldwell has the full right to allow it to provide the Company
with the assignments and rights provided for herein.

     

    
      
         


      

      
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    4.           Termination.  If
either party materially breaches a material provision of this Agreement, the
other party may terminate this Agreement upon 15 days’ notice unless the breach
is cured within the notice period.  Company also may terminate this
Agreement at any time, with or without cause, upon 15 days’ notice, but, if (and
only if) without cause, Company shall upon termination pay Ms. Caldwell all
unpaid amounts due for Services completed prior to notice of
termination.  Sections 2 (subject to the limitations on Section
2.c stated therein) through 8 of this Agreement and any remedies for breach of
this Agreement shall survive any termination or expiration.  Company
may communicate such obligations to any other (or potential) client or employer
of Ms. Caldwell.

     

    5.           Relationship of the Parties;
Independent Contractor; No Employee Benefits.  Notwithstanding
any provision hereof, Ms. Caldwell is an independent contractor (not an employee
or other agent) solely responsible for the manner and hours in which Services
are performed, is solely responsible for all taxes, withholdings, and other
statutory, regulatory or contractual obligations of any sort (including, but not
limited to, those relating to workers’ compensation, disability insurance,
Social Security, unemployment compensation coverage, the Fair Labor Standards
Act, income taxes, etc.), and is not entitled to any to participate in any
employee benefit plans, fringe benefit programs, group insurance arrangements or
similar programs. 
Ms. Caldwell agrees to indemnify Company from any and all claims, damages,
liability, settlement, attorneys’ fees and expenses, as incurred, on account of
the foregoing or any breach of this Agreement or any other action or
inaction of Ms. Caldwell.   If Ms. Caldwell is a corporation, it
will ensure that its employees and agents are bound in writing to Ms. Caldwell’s
obligations under this Agreement.

     

    6.           Assignment.  This
Agreement and the services contemplated hereunder are personal to Ms. Caldwell
and Ms. Caldwell shall not have the right or ability to assign, transfer, or
subcontract any obligations under this Agreement without the written consent of
Company.  Any attempt to do so shall be void.  Company may
assign its rights and obligations under this agreement in whole or
part.

     

    7.           Notice.  All
notices under this Agreement shall be in writing, and shall be deemed given when
personally delivered, or three days after being sent by prepaid certified or
registered U.S. mail to the address of the party to be noticed as set forth
herein or such other address as such party last provided to the other by written
notice.

     

    8.           Miscellaneous.  Any
breach of Section 2 or 3 will cause irreparable harm to Company for which
damages would not be a adequate remedy, and, therefore, Company will be entitled
to injunctive relief with respect thereto in addition to any other
remedies.  The failure of either party to enforce its rights under
this Agreement at any time for any period shall not be construed as a waiver of
such rights.  No changes or modifications or waivers to this Agreement
will be effective unless in writing and signed by both parties.  In
the event that any provision of this Agreement shall be determined to be illegal
or unenforceable, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey without regard
to the conflicts of laws provisions thereof.  In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be
entitled to recover costs and attorneys fees.  Headings herein are for
convenience of reference only and shall in no way affect interpretation of the
Agreement.

     

    
      
         


      

      
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    9.           Arbitration.  Any
controversy or claim (except those regarding Inventions, Proprietary Information
or intellectual property) arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof, provided however that each party will have a right
to seek injunctive or other equitable relief in a court of law.  The
prevailing party will be entitled to receive from the nonprevailing party all
costs, damages and expenses, including reasonable attorneys’ fees, incurred by
the prevailing party in connection with that action or proceeding whether or not
the controversy is reduced to judgment or award.  The prevailing party
will be that party who may be fairly said by the arbitrator(s) to have prevailed
on the major disputed issues.  The Ms. Caldwell hereby consents to the
arbitration in the State of New Jersey.

     

    
      
        
          
            
              
                	
                        Ms. Caldwell.

                      	 
      	
                        BAETA Corp

                      
	
                        (Ms.
      Caldwell)

                      	 
      	
                        (Company)

                      
	 
      	 
      	 
      
	
                        /s/
      Vesta Caldwell

                      	 
      	
                        /s/
      Len Pushkantser

                      
	 
      	 
      	 
      
	
                        By

                      	 
      	 
      	
                        By

                      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Vesta Caldwell

                      	 
      	 
      	
                        Len Pushkantser, CEO

                      
	 
      	
                        Printed
      (Name, Title and Address)

                      	 
      	 
      	
                        Printed
      (Name, Title and
Address)

                      


              

            

          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
A

     

    SERVICE

    Sales of
BAETA Corp. products to retail and wholesale customers.

    


    DELIVERABLES

    Weekly
and Monthly reports

    


    COMPENSATION

    $10,000
for the period of 3(Three) month, paid biweekly,($1538.46 per pay period); $25
per week for the defray expenses.

    1,000(
One Thousand) shares of BAETA Corp. common stock per month plus 10% (ten
percent) of revenue generated through sales of BAETA Corp. products by Ms.
Caldwell.

    


    DURATION
OF SERVICE

    3(Three)
Months.


    
      
         


      

      
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