ex101.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          ZA
Consulting, Inc.

          Investor
Relations
Services                                                                                                116 West 23rd,
Street

          New
York, NY 10010

          Phone:
(212) 505-5976

          Fax:
(212) 656-1188

          


        

      

    


    


    CONSULTING
AGREEMENT

     

    This
Corporate Development Services Agreement (this “Agreement”) is made
and effective as of the 11thh day
of May, 2010, by and between Tactical Air Defense Services, Inc. (the “Company”), and ZA
Consulting, Inc. (“ZA”).

     

    WHEREAS,
the Company is a Nevada public corporation that offers air combat training,
air-to-air refueling, aerial fire fighting, and specialty aerial services to the
U.S. and U.S. approved Allied Countries and other Federal and State
Agencies.

     

    WHEREAS,
the Company desires to have ZA provide certain consulting services, as described
in Section A of
this Agreement, pursuant to the terms and conditions of this Agreement;
and

     

    WHEREAS,
ZA desires to provide the Services to the Company pursuant to the terms and
conditions of this Agreement in exchange for the Consulting Fees (defined in
Section 2) and expense reimbursement provided for in Section 2.

     

    NOW, THEREFORE, in
consideration of the foregoing promises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, agree as
follows:

     

    1. CONSULTING
SERVICES.  During the term
of this Agreement, ZA, in the capacity as an independent contractor, shall
provide the services to the Company set forth on Schedule A (the
“Services”).  The
Company acknowledges that ZA will limit its role under this Agreement to that of
a consultant, and the Company acknowledges that ZA is not, and will not become,
engaged in the business of (i) effecting securities transactions for or on the
account of the Company, (ii) providing investment advisory services as defined
in the Investment Advisors Act of 1940, or (iii) providing any tax, legal or
other services.  The Company acknowledges and hereby agrees that ZA is
not engaged on a full-time basis and ZA may pursue any other activities and
engagements it desires during the term of this Agreement. ZA shall perform the
Services in accordance with all local, state and federal rules and
regulations.

     

    2. COMPENSATION
TO ZA.

     

    (a) The
Company shall issue to ZA an amount equal to Twenty Million (20,000,000) shares
of fully duly authorized, fully paid common stock of the Company, The Common
Stock shall vest as follows:  (i) 100% of the Common Stock shall be
immediately vested on the date of execution of this Agreement despite any
termination of this Agreement.

     

    (b)             $150,000
payment upon the execution of this agreement

     

    (c)           Any
commercially reasonable out-of-pocket expenses incurred by ZA in connection with
the performance of the Services (the “ZA Expenses”) shall be
reimbursed by the Company within thirty (30) days of ZA submitting to the
Company an invoice that details the amount of the ZA Expenses and includes
written documentation of each expense that exceeds Fifty Dollars
($50).  ZA shall not charge a markup, surcharge, handling or
administrative fee on the ZA Expenses. The Company acknowledges that ZA may
incur certain expenses during the term of this Agreement, but not receive a bill
or receipt for such expenses until after the term of this
Agreement.  In such case, ZA shall provide the Company with an invoice
and documentation of the expense and the Company shall reimburse ZA for such
expenses within five (5) days after receiving such invoice.

     

    3. TERM.  The term of this
Agreement shall be for six (6) months and commence as of the date of this
Agreement, subject to Section 4 of this Agreement.  Either the Company
or ZA may terminate this Agreement after a period of ninety (90) days from the
date of this Agreement.  Thereafter, either the Company or ZA may
terminate this Agreement by giving the other party thirty (30) days prior
written notice.  To the extent the Company terminates this Agreement
for any reason, ZA shall not be required to pay to the Company any portion of
the Consulting Fees or any portion of the Common Stock received by ZA on the
date of execution of this Agreement.

     

    4. EFFECT OF
TERMINATION.  Upon termination
of this Agreement by either party, the Company shall pay to ZA all Consulting
Fees earned up to the date of such termination and reimburse ZA for all ZA
Expenses incurred as of the date of termination of this Agreement, including
without limitation, the reimbursement of certain expenses after the termination
of this Agreement, as provided for in Section 2.

     

    5. ACCURACY
OF INFORMATION PROVIDED TO ZA.  The Company
represents and warrants to ZA that all financial documents provided to ZA are
and will be true and correct and contain no material omission or misstatement of
facts.  The Company agrees to keep ZA currently informed as to any
changes in material fact regarding the Company, its business, assets,
liabilities, income, projections, forecasts or any other matters referred to in
any documents provided to ZA by the Company.

     

    6. INDEPENDENT
CONTRACTOR.  ZA shall act at
all times hereunder as an independent contractor as that term is defined in the
Internal Revenue Code of 1986, as amended, with respect to the Company, and not
as an employee, partner, agent or co-venturer of or with the
Company.  Except as set forth herein, the Company shall neither have
nor exercise control or direction whatsoever over the operations of ZA, and ZA
shall neither have nor exercise any control or direction whatsoever over the
employees, agents or subcontractors hired by the Company.

     

    7. NO AGENCY
CREATED.  No agency,
employment, partnership or joint venture shall be created by this Agreement, as
ZA is an independent contractor.  ZA shall have no authority as an
agent of the Company or to otherwise bind the Company to any agreement,
commitment, obligation, contract, instrument, undertaking, arrangement,
certificate or other matter.  Each party hereto shall refrain from
making any representation intended to create an apparent agency, employment,
partnership or joint venture relationship between the parties.

     

    8. INDEMNIFICATION.

     

    (a) Indemnity by the
Company.  The Company hereby indemnifies and holds harmless ZA
and each person and affiliate associated with ZA against any and all losses,
claims, damages, liabilities, and expenses (including reasonable costs of
investigation and legal counsel fees), and in addition to any liability the
Company may otherwise have, arising out of, related to or based
upon:

     

    
      	
              (i)  

            	
              Any
      breach by the Company of any representation, warranty or covenant
      contained in or made pursuant to this Agreement;
  or

            


    

     

    
      	
              (ii)  

            	
              Any
      violation of law, rule, or regulation by the Company or the Company’s
      agents, employees, representatives, or
  affiliates.

            


    

     

    (b) Indemnity by
ZA.  ZA hereby indemnifies and holds harmless the Company and
each person and affiliate associated with the Company against any and all
losses, claims, damages, liabilities, and expenses (including reasonable costs
of investigation and legal counsel fees), and in addition to any liability the
Company may otherwise have, arising out of, related to or based
upon:

     

    
      	
              (i)  

            	
              Any
      breach by ZA of any representation, warranty, or covenant contained in or
      made pursuant to this Agreement; or

            


    

     

    
      	
              (ii)  

            	
              Any
      violation of law, rule or regulation by ZA or ZA’s agents, employees,
      representatives or affiliates.

            


    

     

    (c) Actions Relating to
Indemnity.  If any action or claim shall be brought or asserted
against a party entitled to indemnification under this Agreement (the “Indemnified Party”)
or any person controlling such party and in respect of which indemnity may be
sought from the party obligated to indemnify the Indemnified Party pursuant to
this Section 8 (the “Indemnifying Party”),
the Indemnified Party shall promptly notify the Indemnifying Party in writing
and, to the extent the Indemnified Party does not assume the defense of such
action, the Indemnifying Party shall assume the defense thereof, including the
employment of legal counsel and the payment of all expenses related to the claim
against the Indemnified Party or such other controlling party.  The
Indemnified Party or any such controlling party shall have the right to employ
separate legal counsel in any such action and participate in the defense thereof
and to be indemnified for the reasonable legal fees and expenses of the
Indemnified Party’s own legal counsel.

     

    (d) This
Section 8 shall survive any termination of this Agreement for a period of three
(3) years from the date of termination of this Agreement.

     

    9. NOTICES.  Any notice
required or permitted to be given pursuant to this Agreement shall be in writing
(unless otherwise specified herein) and shall be deemed effectively given upon
personal delivery or upon receipt by the addressee by courier or by
telefacsimile addressed to each of the other Parties thereunto entitled at the
respective address listed below, with a copy by email, or at such other
addresses as a party may designate by ten (10) days prior written
notice:

     

    If to the Company:

    


    Tactical Air Defense

    123 W.
Nye Lane, Suite 517

    Carson
City, NV 89706

    Phone:
(305) 781-2929

    Fax:
(305) 407-1607

    Attn: Alexis Korybut

    


    If to ZA:

    


    ZA Consulting, Inc.

    116 West 23rd
Street

    Suite 500

    New York, NY 10011

    Phone:  (212)
505-5976

    Fax:    (212)
656-1188

    Attn:
David Zazoff

    


    10. ASSIGNMENT.  This Agreement
shall not be assigned, pledged, or transferred in any way by either party hereto
without the prior written consent of the other party.  Any attempted
assignment, pledge, transfer, or other disposition of this Agreement or any
rights, interests, or benefits herein contrary to the foregoing provisions shall
be null and void.

     

    11. CONFIDENTIAL
INFORMATION.  ZA agrees that, at no time during the Term or a
period of five (5) years immediately after the Term, will ZA (a) use
Confidential Information (as defined below) for any purpose other than in
connection with the Services or (b) disclose Confidential Information to any
person or entity other than to the Company or persons or entities to whom
disclosure has been authorized by the Company.  As used herein, “Confidential
Information” means all information of a technical or business nature
relating to the Company or its affiliates, including, without limitation, trade
secrets, inventions, drawings, file data, documentation, diagrams,
specifications, know-how, processes, formulae, models, test results, marketing
techniques and materials, marketing and development plans, price lists, pricing
policies, business plans, information relating to customer or supplier
identities, characteristics and agreements, financial information and
projections, flow charts, software in various stages of development, source
codes, object codes, research and development procedures, and employee files and
information; provided, however, that “Confidential
Information” shall not include any information that (i) has entered the
public domain through no action or failure to act of ZA; (ii) prior to
disclosure hereunder was already lawfully in ZA’s possession without any
obligation of confidentiality; (iii) subsequent to disclosure hereunder is
obtained by ZA on a non-confidential basis from a third party who has the right
to disclose such information to ZA; or (iv) is ordered to be or otherwise
required to be disclosed by ZA by a court of law or other governmental body;
provided,
however, that the Company is notified of such order or requirement and
given a reasonable opportunity to intervene.

     

    12. RETURN OF
MATERIALS AT TERMINATION.  ZA agrees that all documents,
reports and other data or materials provided to ZA shall remain the property of
the Company, including, but not limited to, any work in
progress.  Upon termination of this Agreement for any reason, ZA shall
promptly deliver to the Company all such documents, including, without
limitation, all Confidential Information, belonging to the Company, including
all copies thereof.

     

    13. CONFLICTING
AGREEMENTS; REQUISITE APPROVAL.  ZA and the
Company represent and warrant to each other that the entry into this Agreement
and the obligations and duties undertaken hereunder will not conflict with,
constitute a breach of or otherwise violate the terms of any agreement or court
order to which either party is a party, and each of the Company and ZA represent
and warrant that it has all requisite corporate authority and approval to enter
into this Agreement and it is not required to obtain the consent of any person,
firm, corporation or other entity in order to enter into this
Agreement.

     

    14. NO
WAIVER.  No terms or
conditions of this Agreement shall be deemed to have been waived, nor shall any
party hereto be stopped from enforcing any provisions of the Agreement, except
by written instrument of the party charged with such waiver or
estoppel.  Any written waiver shall not be deemed a continuing waiver
unless specifically stated, shall operate only as to the specific term or
condition waived, and shall not constitute a waiver of such term or condition
for the future or as to any act other than specifically waived.

     

    15. GOVERNING
LAW.  This Agreement
shall be governed by, construed in accordance with and enforced under the laws
of the Commonwealth of Pennsylvania.  The venue for any legal
proceedings in connection with this Agreement shall be in the appropriate forum
in Philadelphia, PA.

     

    16. ENTIRE
AGREEMENT.  This Agreement
contains the entire agreement of the parties hereto in regard to the subject
matter hereof and may only be changed by written documentation signed by the
party against whom enforcement of the waiver, change, modification, extension or
discharge is sought.  This Agreement supercedes all prior written or
oral agreements by and among the Company or any of its subsidiaries or
affiliates and ZA or any of its affiliates.

     

    17. SECTION
HEADINGS.  Headings
contained herein are for convenient reference only.  They are not a
part of this Agreement and are not to affect in any way the substance or
interpretation of this Agreement.

     

    18. SURVIVAL
OF PROVISIONS.  In case any one
or more of the provisions or any portion of any provision set forth in this
Agreement should be found to be invalid, illegal or unenforceable in any
respect, such provision(s) or portion(s) thereof shall be modified or deleted in
such manner as to afford the parties the fullest protection commensurate with
making this Agreement, as modified, legal and enforceable under applicable
laws.  The validity, legality and enforceability of any such
provisions shall not in any way be affected or impaired thereby and such
remaining provisions in this Agreement shall be construed as severable and
independent thereof.

     

    19. BINDING
EFFECT.  This Agreement is
binding upon and inures to the benefit of the parties hereto and their
respective successors and assigns, subject to the restriction on assignment
contained in Section 10 of this Agreement.

     

    20. ATTORNEY'S
FEES.  The prevailing
party in any legal proceeding arising out of or resulting from this Agreement
shall be entitled to recover its costs and fees, including, but not limited to,
reasonable attorneys' fees and post judgment costs, from the other
party.

     

    21. AUTHORIZATION.  The persons
executing this Agreement on behalf of the Company and ZA hereby represent and
warrant to each other that they are the duly authorized representatives of their
respective entities and that each has taken all necessary corporate or
partnership action to ratify and approve the execution of this Agreement in
accordance with its terms.

     

    22. ADDITIONAL
DOCUMENTS.  Each of the
parties to this Agreement agrees to provide such additional duly executed (in
recordable form, where appropriate) agreements, documents and instruments as may
be reasonably requested by the other party in order to carry out the purposes
and intent of this Agreement.

     

    23. COUNTERPARTS
& TELEFACSIMILE. This agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original and all of which shall constitute one agreement.  A
telefacsimile of this Agreement may be relied upon as full and sufficient
evidence as an original.

     

    [Signatures
on Following Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date first written
above.

     

    The Company:

     

    Tactical Air Defense Services,
Inc.

     

    


     

    


     

    By:           /s/ Alexis Korybut

     

    Alexis Korybut, President

     

    


     

    ZA:

     

    ZA Consulting, Inc.

     

    


     

    


     

    By:           /s/ David Zazoff

     

    David Zazoff

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

     

                            This
is Schedule “A” to that certain Corporate Development Services Agreement
respecting the Company and ZA.

     

    


    General Consulting
Services

    


                            Without
in any manner limiting the generality of the Services to be provided by ZA, it
is hereby also acknowledged and agreed that ZA will provide the following
specific corporate development and investor relations consulting services to the
Company, or to any of the Company’s respective subsidiaries, as the case may be,
and as may be determined by the Board of Directors, from time to time, in its
sole and absolute discretion, and in conjunction with the development of the
Company’s various business interests, subject, at all times, to the direction of
the Board of Directors:

     

                (a)
       assistance in the initiation,
coordination, and implementation of certain aspects of certain corporate
development and investor relations programs or projects in connection with the
maintenance of the Company’s various business interests;

     

                (b)
      advising Company management respecting
various aspects of proposed investor support and broker relations;

     

                (c)
       assistance in the conducting of due
diligence meetings with brokers, analysts, institutional money managers, and
financial media companies;

     

                (d)
      providing the Company with the following
corporate communications services:

     

    ·
             investor
call response;

    ·
             press
release management, drafting editing and dissemination;

    ·
             management
and hosting of quarterly conference calls/web casts;

    ·
             database
management;

    ·
             financial
package management;

    ·
             investor
website review and recommendations;

    ·
             presentation
assessment and revisions; and quarterly written assessments to management
and the Board of Directors;

     

                (e)
       providing the Company with the
following program management services:

     

    ·
             introduction
to sell-side including institutional research teams and sales and
trading departments;

    ·
             introduction
to the ZA’s consulting proprietary broker and retail investor
network;

    ·              analysis
of DTC sheets, nobo lists, and transfer agent sheets; and

    ·
             ongoing
outreach with current shareholders including stakeholders of record and in
street name via nobo list mailings and phone communications;

     

                (f)
       using its best efforts to provide the
Company with speaking presentations at investment banking conferences and other
sell-side or sponsored conferences; and

     

                (g)
       assistance in all other matters and
services in connection with the corporate development and maintenance of the
Company’s various Business interests as may be determined by the Board of
Directors, from time to time, in its sole and absolute discretion.

     

                            In
this regard it is hereby acknowledged and agreed that the ZA shall be entitled
to communicate with and shall rely upon the immediate advice, direction and
instructions of the President of the Company, or upon the advice or instructions
of such other director or officer of the Company as the President of the Company
shall, from time to time, designate in times of the President’s absence, in
order to initiate, coordinate and implement the Services as contemplated herein
subject, at all times, to the final direction and supervision of the Board of
Directors.