Viard
Consulting Services 7/16/2008


National
Automation Services, Inc. 

2053 Pabco Rd. 

Henderson, Nevada, 89011


Dear National Automation
Services, Inc.,


Viard Consulting Services is very please to be a part
of National Automation Services, Inc. development process. This engagement
letter serves as an umbrella for helping and assisting National Automation
Services obtain appropriate iBanker relationships for raising capital. This
letter documents the understanding of the services and related report(s) and other
deliverables defined below that Viard Consulting will provide to National
Automation Services, Inc.


Project
Objectives and Scope


The services under this Agreement include those set
forth below, as and when instructed by the company.
During the course of this project Viard Consulting
Services will perform the following activities:


1) Identify and introduce
an iBanker to National Automation Services, Inc. to assist the Company with
refinancing their existing debt, acquisition financing, working capital financing,
and any other financing needs with the best
iBanker and success fee rates available in the marketplace based on the
position of the Company at any given point in time.


2) Provide Advisory
services in the realm of guidance and compliance where required on behalf of
the Company.


3) Assist National
Automation Services, Inc. with questions and concerns raised by i-Bankers where
necessary to ensure the relationships remain intact.


Fees & terms


Fee Agreement (this “Agreement”) is made and entered
into as of Thursday day of July 16, 2008 by and between Angelo Viard CEO of
Viard Consulting Services and National Automation Services, Inc. Angelo Viard
will assist in identifying and introducing the appropriate iBanker (Gianpiero
Balestrieri (JP)) and assist the company with future iBanker needs.


W I T N E S S E T H:


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


National Automation Services agrees to compensate
Viard Consulting Services (i.e Angelo Viard) in connection therewith as set
forth below:


a. At the beginning of this engagement, National Automation Services, Inc.
Management has agreed to issue
100,000 restricted 144 A common stock shares of NASV to Angelo Viard for
the services as described
within.






Viard
Consulting Services 7/16/2008


b. Upon securing
financing arrangements as identified herein through the iBanker relationship
fuither documented herein (i.e Gianpiero Balestrieri (JP)), National Automation
Services, Inc. has agreed to pay Viard Consulting Services (i.e. Angelo Viard)
a commission of 2% of the overall amount of debt secured upon completion (i.e.
“closing date of funding”). The agreed upon amount of commission for the
services identified herein will extend from the Company’s current needs of
refinancing its existing debt to future debt
trenches received through the iBanker relationship further documented herein
(i.e Gianpiero Balestrieri (JP)). In the event the relationship with the
current iBanker identified herein shall cease to exist, the Company and Viard Consulting Services (i.e.
Angelo Viard) reserves the right in written form to extend this agreement
by obtaining a new iBanker relationship through Viard Consulting Services (i.e.
Angelo Viard).


Term.


This engagement will commence on the date of this
letter agreement and continue for an initial period of twelve (12) months,
which period shall be automatically extended for successive thirty (30) day
periods unless either party provides
written notice to the other of its intent not to extend the period. Either
party may terminate the engagement (with or without cause) at any time
by providing at least thirty (30) days prior written
notice of the termination. Further, in the event any Transaction is consummated,
or a letter of intent therefore is entered into, within a period of
twenty-four (24) months subsequent to the termination of this letter agreement
with any party introduced by the iBanker as identified herein to the Company,
the Company shall pay to Viard Consulting Services (i.e. Angelo Viard) the
commission fee (as described above) at the closing of the Transaction(s).


Governing
Law.


This letter agreement will be governed by and
construed in accordance with the applicable substantive laws of the State of
New York. This letter agreement will be governed by and construed in accordance
with procedural laws/rules of the American Arbitration Association (“AAA
Arbitration”) in the case of any disputes
between the parties herein. The Company hereby irrevocably consents to personal
jurisdiction and venue of AAA arbitration for the purposes of any claim,
action or other proceeding arising out of this letter agreement which is
brought by or against the Company, and hereby agrees that all claims, action or
proceeding shall be heard and determined by AAA arbitration.


To the extent any dispute arises
between the parties hereto regarding any of the subject matter hereof, the
prevailing party in any action or proceeding brought in connection therewith
will be entitled to reasonable attorneys’ fees and court costs from the losing
party. This is the entire agreement between the parties and supersedes
all prior negotiations or agreements. Any modifications to this Agreement must
be made in writing and signed by the parties.


Confidentiality 


The Company further acknowledges
that any service, information or advice provided by Advisor to the Company in connection with this engagement is for the confidential
use of senior
management of the Company and may not be disclosed or referred to publicly or
to any third party, without our prior written consent, which consent will not
be unreasonably withheld. Advisor will
treat confidentially any material non-public information relating to the
Company provided by the Company to
Advisor during this engagement, except as (a) required in order to
perform Services hereunder, including
disclosing such information to its officers, employees, agents and other
representatives as necessary, (b)
such information becomes publicly available other than by disclosure by Advisor
in violation of the terms hereof or
(c) otherwise required by law or judicial or regulatory process. All records,
files, financial statements, client
and customer lists, brochures, documents and the like relating to the Company or
the business of the Company which
shall come into Advisor’s possession shall remain and be deemed to the sole
property of the Company and Advisor shall promptly return same upon the
Company’s request.


Indemnification


National Automation Services, Inc. shall indemnify and
hold harmless Viard Consulting Services (i.e Angelo
Viard) from any loss, damage or liability resulting from Focus Bankers or
Gianpiero Balestrieri (JP) and company’s violation of the terms of this
Agreement. Such indemnification provisions shall survive the consummation,
cancellation, or abandonment of the proposed transaction.






Viard
Consulting Services 7/16/2008


IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the date and year first above written.


Very Truly Yours, 

Angelo Viard


Jonathan
D. Woods, CFO

National Automation Services, Inc.


	
   

  	
   

  	
   

  	
   

  
	
  Agreed and Accepted by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Date:

  	
  7/16/2008