Exhibit 10.1

                   AGREEMENT TO ENGAGE CAPITAL CONSULTING, INC
                            AS FINANCIAL CONSULTANTS

Capital Consulting, Inc. ("CCI" or the "Consultant") hereby submits to NXPN this
Financial Consulting Agreement (the "Agreement") outlining the terms pursuant to
which CCI would be willing to act as Financial Consultants.

I. ENGAGEMENT

     NXPN hereby engages and retains CCI as Financial Consultants to perform the
     Services (as that term is hereinafter defined) and CCI hereby accepts such
     appointment on the terms and subject to the conditions hereinafter set
     forth and agrees to use its best efforts in providing such services.

II. INDEPENDENT CONTRACTOR

     CCI shall be, and in all respects be deemed an independent contractor in
     the performance of its duties hereunder, any law of any jurisdiction to the
     contrary notwithstanding.

     A.   CCI shall be solely responsible for making all payments to and on
          behalf of its employees, subcontractors, including those required by
          law, and NXPN shall in no event be liable for any debts or other
          liabilities of CCI.
     B.   CCI shall not, by reason of this Agreement or the performance of the
          Services, be or be deemed to be, an employee, agent, partner,
          co-adventurer or controlling person of NXPN, and CCI shall have no
          power to enter into any agreement on behalf of, or otherwise bind
          NXPN. Without limiting the foregoing, CCI shall not enter into any
          contract or commitment on behalf of NXPN.
     C.   Subject to Section II D hereof, CCI shall not have or deemed to have,
          fiduciary obligations or duties to NXPN and shall be free to pursue,
          conduct and carry on for its own account (or the account of others)
          such activities, employments, ventures, business and other pursuits as
          CCI in its sole, absolute and unfettered discretion, may elect.
     D.   Notwithstanding the above, no activity, employment, venture, business
          or other pursuit of CCI during the term of this Agreement shall
          conflict with CCI's obligations under this Agreement or be adverse to
          NXPN's interests during the term of this Agreement.

III. SERVICES

     CCI agrees to serve as Financial Consultants to NXPN and to provide and/or
     perform the following, hereafter collectively referred to as the
     "services":

     A.   Complete an analysis of NXPN's business and industry, and follow with
          a comprehensive background report that summarizes NXPN's corporate and
          financial profile (the "Corporate Profile") that shall be available
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          for distribution to potential investors, underwriters, business
          partners, or others, as NXPN shall deem appropriate.
     B.   Work with NXPN, its counsel or other representatives to revise and/or
          draft any other documents that may be necessary in NXPN's efforts to
          secure additional equity participants or to seek M&A candidates to
          increase its business.
     C.   Assist NXPN in efforts to seek additional business relationships that
          will be of benefit to NXPN. Advise NXPN and/or any of its affiliates
          in its negotiations in pursuing a form of business combination, such
          as joint venture, licensing agreement, product sales, and/or marketing
          distribution.
     D.   CCI shall devote such time and effort, as it deems commercially
          reasonable and adequate under the circumstances to the affairs of NXPN
          to render the consulting services contemplated by this agreement. CCI
          is not responsible for the performance of any services, which may be
          rendered hereunder without NXPN providing the necessary information in
          writing prior thereto, nor shall CCI include any services Certified
          Public Accountant. CCI cannot guarantee results on behalf of NXPN, but
          shall pursue all reasonable avenues available through its network of
          contacts. At such time as an interest is expressed by a third party in
          NXPN's needs, CCI shall notify NXPN and advise it as to the source of
          such interest and any terms and conditions of such interest. The
          acceptance and consumption of any transaction is subject to acceptance
          of the terms and conditions by NXPN in its sole discretion. It is
          understood that a portion of the compensation paid hereunder is being
          paid by NXPN to have CCI remain available to advise it on transactions
          on an as-needed basis.
     E.   In conjunction with the Services, CCI agrees to:
          1.   Make itself available to the officers of NXPN at a mutally agreed
               upon place during normal business hours for reasonable periods of
               time, subject to reasonable advance notice and mutually
               convenient scheduling, for the purpose of advising NXPN in the
               preparation of such reports, summaries, corporate and/or
               transaction profiles, due diligence packages and/or material and
               documentation as shall be necessary, in the opinion of CCI, to
               properly present NXPN to other entities and individuals that
               could be of benefit to NXPN.
          2.   Make itself available for telephone conferences with the
               principal financial sales and/or operating officer(s) of NXPN
               during normal business hours.
          3.   Advise NXPN regarding company operations, staffing, strategy, and
               other issues related to building shareholder value as NXPN may
               reasonably request, consistent with the provisions of this
               agreement.

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IV. EXPENSES

     A.   It is expressly agreed and understood that each party shall be
          responsible for its own normal and reasonable out-of-pocket expenses
          which shall include: accounting, long distance communication, and the
          printing and mailing of materials between the parties hereto.
     B.   Any pre-approved travel expenses incurred by CCI in the rendering of
          their services hereunder shall be the responsibility of NXPN

V. COMPENSATION

     In consideration for the services, NXPN agrees that CCI shall be entitled
     to compensation as follows:

     A.   February 2009 through July 2009, CCI shall receive $10,000 per month.
     B.   August 2009 through January 2009, CCI shall receive $15,000 per month.

VI. REPRESENTATION, WARRANTIES AND COVENANTS

     A.   SEC & LEGAL COMPLIANCE. CCI hereby represents that it has in place
          policies and procedures relating to, and addressing, with the
          commercially reasonable intent to ensure compliance with, applicable
          securities laws, rules and regulations, including but not limited to:
          1.   The use, release or other publication of forward-looking
               statements within the meaning of Section 27A of the Securities
               Act and Section 21E of the Exchange Act.
          2.   Disclosure requirements outlined in Section 17B of the Exchange
               Act regarding the required disclosure of the nature and terms of
               CCI's relationship with NXPN in any and all CCI literature or
               other communication(s) relating to NXPN, including but not
               limited to: Press Releases, letters to investors and telephone or
               other personal communication(s) with potential or current
               investors.

     CCI further acknowledges that by the very nature of its relationship with
     NXPN it will, from time to time, have knowledge of or access to material
     non-public information (as such term defined by the Exchange Act) CCI
     hereby agrees and covenants that:
          1.   CCI will not make any purchases or sales on the stock of NXPN
               based on such information.
          2.   CCI will utilize its commercially reasonable efforts to safeguard
               and prevent dissemination of such information to third parties
               unless authorized in writing by NXPN to do so as may be necessary
               in the performance of its Services under this Agreement.
          3.   CCI is not a "broker" or a "dealer" as defined under any
               applicable federal and/or state securities laws; CCI shall not
               engage in any acts for which it is requires to be a
               broker/dealer; CCI shall solely act to introduce "parties" to the
               company and shall not engage in any sales efforts in connection

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               with any investment by any person or entity in the company; CCI
               shall not give any advice to anyone regarding the valuation of,
               potential return on, or the terms of any investment in, any
               securities of NXPN, except as authorized by the company. CCI
               makes no representations, warranties or guarantees of any specifi
               results or success.
          4.   NXPN will not, in any way, utilize or otherwise include such
               information, in actual form or in substantive content, in its
               analysis for, preparation of or release of any CCI literature or
               other communication(s) relating to NXPN, including, but not
               limited to: Press Releases, letters to investors and telephone or
               other personal communication(s) with potential or current
               investors.

     B.   EXECUTION. The execution, delivery and performance of this Agreement,
          in the time and manner herein specified, will not conflict with,
          result in breach of, or constitute a default under any existing
          agreement, indenture, or other instrument to which either NXPN or CCI
          is a party or by which either entity may be bound or effected.
     C.   NON-CIRCUMVENT. NXPN hereby irrevocably agrees not to circumvent,
          avoid, bypass, or obviate, directly or indirectly, the intent of this
          agreement, to avoid payment of fees in any transaction with any
          corporation, partnership or individual introduced by CCI to NXPN, in
          connection with any project, any loans or collateral, or other
          transaction involving any products, transfers or services, or
          additional, renewal extension, rollover, amendment, renegotiations,
          new contracts, parallel contracts/agreements, or third party
          assignments thereof.
     D.   TIMELY APPRISES. NXPN shall use its commercially reasonable efforts to
          keep CCI up to date and apprised of all business, market and legal
          developments related to NXPN and its operations and management.
          1.   Accordingly, NXPN shall provide CCI with copies of all
               amendments, revisions and changes to its business and marketing
               plans, bylaws, articles of incorporation, private placement
               memoranda, key contracts, employment and consulting agreements
               and other operational agreements.
          2.   NXPN shall promptly notify CCI of all new contracts, agreements,
               joint ventures or filings with any state, federal or local
               administrative agency, including without limitation, the SEC,
               NASD or state agency, and shall provide all related documents,
               including copies of the exact documents filed, to CCI, including
               without limitation, all annual reports, quarterly reports and
               notices of change of events, and registration statements filed
               with the SEC and any state agency, directly to CCI.
          3.   NXPN shall also provide directly to CCI current financial
               statements, including balance sheets, income statements, cash
               flows and all other documents provided or generated by NXPN in

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               the normal course of its business and requested by CCI from
               time-to-time.
          4.   CCI shall keep all documents and information supplied to it
               hereunder confidential as described in the section below titled,
               "CONFIDENTIAL".

     E.   CORPORATE AUTHORITY. Both NXPN and CCI have full legal authority to
          enter into this agreement and to perform the same in the time and
          manner contemplated.
          1.   The individuals whose signatures appear below are authorized to
               sign the Agreement and to perform the same in the time and manner
               contemplated.
          2.   NXPN will cooperate with CCI, and will promptly provide CCI with
               all pertinent materials and requested information in order for
               CCI to perform its services pursuant to this Agreement.
          3.   When delivered, the shares of NXPN's common stock shall be duly
               and validly issued, fully paid and non-assessable.
          4.   CCI represents and warrants to NXPN that a) it has the experience
               and ability as may be necessary to perform all the required
               Services with a high standard of quality, b) all Services will be
               performed in a professional manner, and c) all individuals it
               provides to perform the Services will be appropriately qualified
               and subject to appropriate agreements concerning the protection
               of trade secrets and confidential information of NXPN which such
               persons may have access to over the term of this agreement.
          5.   Until termination of the engagement, NXPN will notify CCI
               promptly of the occurrence of any event, which might materially
               affect the condition (financial or otherwise), or prospects of
               NXPN.

VII. TERM

     The term of this Agreement shall be 1 year from the date of execution and
     is renewable upon mutual agreement.

VIII. CONFIDENTIAL DATA

     A.   CCI shall not divulge to others, any trade secret or confidential
          information, knowledge, or data concerning or pertaining to the
          business and affairs of NXPN, obtained by CCI as a result of its
          engagement hereunder, unless authorized, in writing by NXPN. CCI
          represents and warrants that it has established appropriate internal
          procedures for protecting the trade secrets and confidential
          information of NXPN, including, without limitation, restrictions on
          disclosure of such information to employees and other persons who may

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          be engaged in rendering services to any person, firm or entity which
          may be a competitor of NXPN.
     B.   NXPN shall not divulge to others, any trade secret or confidential
          information, knowledge or data concerning or pertaining to the
          business and affairs of CCI, obtained as a result of its engagement
          hereunder, unless authorized, in writing by CCI
     C.   CCI shall not be required in the performance of its duties to divulge
          to NXPN, or any officer, director, agent or employee of NXPN, any
          secret or confidential information, knowledge, or data concerning any
          other person, firm or entity including but not limited to, any such
          person, firm or entity which may be a competitor or potential
          competitor of NXPN which CCI may have or be able to obtain other than
          as a result of this relationship established under this Agreement.

IX. OTHER MATERIAL TERMS AND CONDITIONS

     A.   INDEMNITY. The parties hereto agree to provide indemnification to each
          other.
     B.   PROVISIONS. Neither termination nor completion of this assignment
          shall affect the provisions of this Agreement, and the Indemnification
          Provisions, which are incorporated herein, which shall remain
          operative and in full force and effect.
     C.   ADDITIONAL INSTRUMENTS. Each of the parties from time to time, at the
          respects of others, execute, acknowledge and deliver to the other
          party any and all further instruments that may be reasonably required
          to give full effect and force to the provisions of this agreement.
     D.   ENTIRE AGREEMENT. Each of the parties hereby covenants that this
          agreement, together with the exhibits attached hereto as earlier
          referenced, is intended to and does contain and embody herein all of
          the understandings and agreements, both written and oral, of the
          parties hereby with respect to the subject matter of this agreement,
          and that there exists no oral agreement or understanding or expressed
          or implied liability, whereby the absolute, final and unconditional
          character and nature of this Agreement shall be in any way
          invalidated, empowered or affected. There are no representations,
          warranties or covenants other than those set forth herein.
     E.   LAWS OF THE STATE OF CALIFORNIA. This agreement shall be deemed to be
          made in, governed by and interpreted under and construed in all
          respects in accordance with the laws of the State of California,
          irrespective of the country or place of domicile or residence of
          either party.
     F.   ASSIGNMENTS. The benefits of this agreement shall inure to the
          respective successors and assignees of the parties hereto and of the
          indemnified parties hereunder and their successors and assigns and
          representatives, and the obligations and liabilities assumed in this
          agreement by the parties hereto shall be binding upon their respective
          successors and assigns, provided that the rights and obligations of
          either party under this Agreement may not be assigned or delegated
          without prior written consent of the other party, and any such

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          purported assignment shall be null and void. Notwithstanding the
          foregoing, CCI may assign any portion of its Compensation as outlined
          herein to its employees, affiliates, sub-contractors or subsidiaries
          in its sole discretion.
     G.   ORIGINALS. This agreement may be executed in any number of
          counterparts, each of which executed shall be deemed an original and
          constitute one and the same agreement. Facsimile copies with
          signatures shall be given the same legal effect as an original.
     H.   ADDRESSES OF PARTIES. Each party shall at all times keep the other
          informed of its principal place of business if different from that
          stated herein, and shall promptly notify the other of any change,
          giving the address of the new place of business or residence.
     I.   MODIFICATION AND WAIVER. A modification or waiver of any of the
          provisions of this Agreement shall be effective only if made in
          writing and executed with the same formality as this Agreement. The
          failure of any party to insist upon strict performance of any
          provisions of this Agreement shall not be construed as a waiver of any
          subsequent default of the same or similar nature or of any other
          nature.

APPROVED AND AGREED:

Capital Consulting, Inc.                    Norex, Inc.


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By Mark Schaftlein                          By David Naylor

Its Chairman and CEO                        Its CFO


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Date of Execution                           Date of Execution

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