July
16th, 2008


VIA
MAIL/EMAIL

National Automation
Services Inc.

Jonathan Woods, CFO

cc: Robert Chance, CEO

2053 Pabco, Henderson, NV 89011


Re:     Independent Board
Advisory on Capital Formation and Acquisition Strategies


Dear Jonathan,


This letter agreement confirms
our understanding of the engagement of Gianpiero (JP) Balestrieri and any of
his designees or assignees (“Advisor”) by National Automation Services
Inc. and/or any of its subsidiaries, assignees,
designees, directors, employees and/or affiliates (hereinafter referred to as
the “Company”) as the exclusive
independent financial board advisor to the Company, its directors, other
advisors and the Company’s board in
connection with Its desire to
formulate a capital formation and acquisition strategy; originate and close on
short and long term financing requirement and timely execute upon its
acquisition strategy (the “Services”).


TARGETED
FINANCING AND ACQUISITION ADVISORY


	
 

	
 

	
 


	
 

	
1.

	
The initial
  objective is for Advisor to work with the Company to close on financing in
  order to refinance its current outstanding debt obligations and to
  fund acquisitions, working capital and any other financing requirements of the Company is currently in the process of
  closing as of the date hereof. Secondly, Advisor and Company will continue to
  acquire target companies and execute its capital formation initiatives on an ongoing basis for
  the longer term. Ultimately, the Advisor and the Company will plan an exit strategy for the Company via
  a sell side process as determined and approved at the appropriate time
  by the Company’s board of directors.


	
 

	
 

	
 


	
 

	
2.

	
ADVISOR and Company’s
  leadership team will develop a set of comprehensive target requirements and uses
  of proceeds for funding initiatives, both short term and long term.


	
 

	
 

	
 


	
 

	
3.

	
ADVISOR will develop a list of
  target sources of funds to approach on behalf of the Company.


	
 

	
 

	
 


	
 

	
4.

	
ADVISOR will advise Company on
  the proper documentation necessary to approach targets and to obtain
  financing on behalf of the COMPANY. This documentation will include: the
  Company information memorandum; a management presentation and related
  financial model, among other collateral
  information the Company might have in the ordinary course of business.


	
 

	
 

	
 


	
 

	
5.

	
ADVISOR contacts all targets in a confidential
  manner, executes NDAs with interested parties, distributes documentation, conducts all follow up to qualify
  targets, arranges and leads on management presentations and meetings,
  and attends all necessary meetings.


	
 

	
 

	
 


	
 

	
6.

	
ADVISOR assists in drafting and
  negotiating the terms of any Letters of Intent (LOI).


	
 

	
 

	
 


	
 

	
7.

	
ADVISOR provides guidance to
  COMPANY during the transaction process and assists in managing the services
  provided by COMPANY counsel.


	
 

	
 

	
 


	
 

	
8.

	
ADVISOR manages the deal
  between all parties post-LOI through definitive agreements and to closing.










	
 

	
 

	
 


	
COMPENSATION


	
 


	
In connection with providing
  the Company with the Services, Advisor will be compensated by the
  Company as follows:


	
 

	
 

	
 


	
 

	
(a)

	
Upon execution of this letter
  agreement, the Company will promptly pay to ADVISOR an engagement fee of $25,000.


	
 

	
 

	
 


	
 

	
(b)

	
Upon execution of this
  letter agreement, the Company will promptly pay Advisor a signing bonus in the form of five hundred thousand
  (500,000) unrestricted common stock shares of the Company. The shares may be
  divested pursuant to a “Leak Out” clause calculated by the lesser of: a
  trailing thirty (30) day average trading volume; or 50,000 common stock
  shares per week over the course of the depletion of the total
  compensation received.


	
 

	
 

	
 


	
 

	
(c)

	
The Company will commence
  paying a monthly retainer of $10,000 as of twelve (12) weeks from the
  date hereof.


	
 

	
 

	
 


	
 

	
(d)

	
ADVISOR will receive a success
  fee on all funds raised by ADVISOR at the time of closing of commitments. As used in this
  agreement proposal, “Transaction Value” means the total amount of committed capital or acquisition value in
  cash and/or in kind. At the closing of each acquisition or financing
  Transaction, the Company agrees and covenants to pay Advisor a success fee
  (the “Fee”), in cash equal to 6% of the of the total Transaction Value.


	
 

	
 

	
 


	
 

	
(e)

	
The Company also agrees to
  reimburse ADVISOR promptly on a monthly basis for all of its reasonable out-of-pocket expenses,
  pre-approved travel, in connection with the performance of the Services.





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 Advisor to the Company, the
Company shall pay to Advisor the Fee (as described above) at the closing
of the Transaction(s).


Use of Information. The Company will
furnish (or will cause others to furnish) to Advisor such
information as Advisor requests for
purposes of performing the Services (the “Information”). The Company hereby
agrees and represents that all
Information furnished to Advisor will be accurate and complete in all material
respects at the time provided, and
that, if the Company is aware of any Information becoming materially
inaccurate, incomplete or misleading during the engagement hereunder, the
Company will promptly advise Advisor. The Company recognizes and confirms that Advisor assumes no
responsibility for the accuracy and completeness of the Information and all information received from the
potential purchasers, and will be using and relying on all such information
(as well as information available from generally recognized public sources)
without assuming responsibility for independent verification or
independent evaluation thereof.


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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’ possession shall remain and be deemed to the sole
property of the Company and Advisor shall promptly return same upon the
Company’s request.


Limitation of Liability. The
Company agrees that Advisor will not be liable to the Company for any claims, losses, damages, liabilities, costs or expenses
related to the engagement, except to the extent finally judicial determined to have resulted from the gross
negligence or willful misconduct of Advisor, and then only to the extent of any compensation paid to Advisor by the
Company hereunder. In no event will Advisor be liable for consequential,
special, indirect, incidental, punitive or exemplary losses, damages or
expenses.


Indemnification.
The Company agrees to indemnify and hold harmless Advisor, its affiliates
and their respective control persons,
directors, officers, employees and agents (“‘Indemnified Parties”) to the
fullest legal extent against any and all claims, losses, damages, liabilities, costs and expenses as incurred (including all
reasonable fees and
disbursements of counsel) in connection with any pending or threatened claim,
litigation or other proceeding,
arising out of or related to any actual or proposed Transaction or Advisor’s
engagement hereunder; provided, however, there shall be excluded from
such indemnification any such claims, losses, damages, liabilities, costs or expenses that is found in a final
judicial determination to constitute willful misconduct or gross negligence on the part of Advisor. In case any
proceeding shall be instituted involving any Indemnified Party, the Company,
upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent
the Indemnified Party in such proceeding and shall pay as incurred the
fees and expenses of such counsel related to such proceeding.


Miscellaneous. 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.


The Company confirms that it will
rely on its own counsel, accountants and other similar expert advisors for legal, accounting, tax and other similar advice.
In the event of consummation of any Transaction, Advisor shall have the right to disclose its participation in
such Transaction in its firm marketing material, provided that such marketing material shall not disclose the value
of the Transaction without the consent of the Company or fund.


This letter agreement may not be
amended or modified except in writing signed by the Company and Advisor. All rights, liabilities and obligations
hereunder will be binding upon and inure to the benefit of the
Company, Advisor, each Indemnified
Party and their respective successors and permitted assigns. The provisions
relating to the payment of
compensation, Engagement Fees, Fees, reimbursement of expenses, limitation of
liability, indemnification and
contribution and confidentiality will survive the expiration or any termination of this
Agreement. Every provision of this teller
agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or
legality of the remainder of this letter agreement. 


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Please confirm our mutual
understanding of this engagement by signing and returning to us the
copy of this letter agreement.


          Very truly yours,


	
 


	



	



	
Gianpiero (JP) Balestrieri


	
 


	
Agreed to and accepted as of the above date hereof:


	



	



	
By: Jonathan Woods, CFO





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