CONSULTING AGREEMENT, dated as of November 1, 2005, between
 



Greenwich Solutions Inc.,   having an office at 8 Four Oaks Road, Bedminster, New Jersey 07921 (the “Company”) and BEDMINSTER NATIONAL CORP. , a 


Delaware corporation with executive offices located at 90 Washington Valley Road,


Bedminster, New Jersey, 07921 (the “Consultant”).


 


 



	
            WITNESSETH:
 



 



	
            WHEREAS, the Company, through its affiliates and principals, has
 



extensive experience in its areas of expertise, including, without limitation,


financial consulting, capital sourcing, strategic consulting, investment banking


and other business matters; and


 



	
            WHEREAS,  the Consultant has expertise in the assisting in the
 



development and expansion of companies such as the Company; and


 



	
            WHEREAS, the Company desires to retain the services of the Consultant
 



to render strategic advice with respect to the development of the Company; and


 



	
            WHEREAS, the Consultant wishes to render such services to the Company
 



upon the terms, conditions and covenants set forth in this Agreement.


 



	
            NOW, THEREFORE, in consideration of the mutual promises and covenants
 



hereinafter set forth, and subject to the conditions contained herein, the


parties hereto hereby agree as follows:


 


I. Terms of Service.


 



	
            Section 1.01 Duties. The Consultant will advise the Company’s
 



management, employees, and agents with respect to the Company’s field of


interest and business, and strategic and commercial matters related to the


Consultant’s expertise. The Consultant will use best efforts to assist the


Company in overall financial and business strategy and capital investment(s). 


 Consultant will assist the Company in structuring a business plan and the 


development of acquisition and financing  plans, including, without limitation,


structuring and negotiation of acquisitions and dispositions of assets. Upon


reasonable notice to the Consultant, the Company will have access to the


Consultant at reasonable times in order to discuss matters related to the


Company’s business. The services to be provided by the Consultant pursuant to


the terms hereof, whether such services are performed verbally or in writing,


shall be reasonable in terms of hours per month. If no such services are


requested, the consulting fees provided for herein shall still be paid.


 


 






 


 









 


 


Section 1.02 Term; Termination. The term (the “Term”) of this Agreement


shall be six (6) months, commencing on the date hereof; which may be terminated                                          by either party upon 10 days notice. In the event of any


earlier termination of this Agreement, the parties hereto agree that the


Consultant shall be entitled to the amounts  due hereunder


until the date of  such termination .


 



	
            Section 1.03 Consulting Fee. In consideration of the services to be
 



performed hereunder, the Consultant shall receive the fee of $3,000 per month


in accordance with the terms hereof. Such amount shall be paid in cash, net of


taxes, excises and other governmental and other charges, payable monthly on the


first of each month in advance. 


 



	
            Section 1.04 Expenses. If the Company requests the Consultant to
 



provide any specific services hereunder that cause the Consultant to incur


expenses, the Company shall reimburse the Consultant for all reasonable expenses


upon presentation of expense vouchers or statements or such other supporting


information as the Company may require. However, notwithstanding anything


contained in the foregoing to the contrary, the Consultant shall not incur any


reimbursable expense in excess of $500.00 without the prior written consent of


the Company.


 


II. Confidentiality.


 



	
            Section 2.01 Acknowledgments. The Consultant acknowledges that, during
 



the course of performing services hereunder, the Company may be disclosing


information to the Consultant related to the Company’s business, projects, and


plans, as well as other Information (collectively, the “Confidential


Information”). The Consultant acknowledges that the Company’s business is


extremely competitive, dependent in part upon the maintenance of secrecy, and


that any disclosure of the Confidential Information would result in serious harm


to the Company.


 



	
            Section 2.02 Use of Confidential Information. The Consultant agrees
 



that the Confidential Information will be used by the Consultant only in


connection with consulting activities hereunder and will not be used in any way


that is detrimental to the Company.


 



	
            Section 2.03 Non-Disclosure. The Consultant agrees not to disclose,
 



directly or indirectly, the Confidential Information to any third person or


entity, other than representatives or agents of the Company or legal advisors,


expert consultants, and other advisors utilized by the Consultant in connection


with consulting activities hereunder; provided, however, that each such advisor


agrees to keep such information confidential and to use it only in connection


with such consulting activities. The Consultant will treat all such Confidential


Information as confidential and proprietary property of the Company.


 


 


 









 


 



	
            Section 2.04 Confidential Information. The term “Confidential
 



Information” does not include information that (a) is or becomes generally


available to the public other than by disclosure in violation of this Agreement,


(b) becomes available to the Consultant on a nonconfidential basis (it being


understood that information that the Consultant obtained as a result of any


officer, director, or employer thereof being previously employed by, or


otherwise serving , the Company, shall be deemed to be Confidential Information,


unless otherwise exempt under this Section 2,04, or (c) was independently


developed by the Consultant after the date hereof without reference to the


information provided by the Company.


 



	
            Section 2.05 Permitted Disclosure. The Consultant may disclose any
 



Confidential Information that is required to be disclosed by law, government


regulation, or court or administrative order or process. If disclosure is


required, the Consultant will give the Company advance notice so that the


Company may seek a protective order or take other action reasonable under the


circumstances.


 



	
            Section 2.06 Return of Confidential Information. Upon termination of
 



this Agreement, the Consultant will promptly return to the Company all materials


containing Confidential Information, including, but not limited to, data,


records, reports, and other property furnished by the Company to the Consultant


or produced by the Consultant in connection with services rendered hereunder.


 


III.  Miscellaneous.


 



	
            Section 3.01 No Violation of Other Agreements. Each of the parties
 



hereto represents and warrants that execution, delivery, or performance of this


Agreement does not conflict with, or violate the terms of, any other agreement


to which it is a party or by which it is bound.


 


 



	
            Section 3.02  
 	
            Independent Contractor; Limitation of Liability.
 



 



	
            (a)The Consultant is an independent contractor to the Company,
 



and nothing herein shall be deemed to constitute the Consultant or its agents as


an employee or agent of the Company.


 


 



	
            (b) The Company acknowledges that it remains solely
 



responsible for the conduct and operation of its business and that the


Consultant makes no representation or warranty and assumes no liability with


respect to the outcome or result of any particular course of action or operation


of the Company’s business.


 



	
            Section 3.03 Notices. Any notice provided under this Agreement shall be
 



in writing and shall be deemed to have been effectively given when delivered


 


 


 









 


 


personally, sent by private express mail service (such as Federal Express), or


sent by registered or certified mail (return receipt requested) to the address


set forth in the introductory paragraph hereof (or to other address as any party


has furnished in writing to the other parties in accordance with the provisions


of this Section 3.03).


 



	
            Section 3.04 Assignment. None of the parties may assign its interest in
 



this Agreement or delegate its responsibilities hereunder without prior written


consent of the other party.


 



	
            Section 3.05 Severability. The invalidity or unenforceability of any
 



particular provision of this Agreement or portion thereof shall not affect the


validity or unenforceability of any other provision thereof. If any provision of


this Agreement is adjudicated to be so broad as to be unenforceable, it shall be


interpreted to be only as broad as is enforceable.


 



	
            Section 3.06 Counterparts; Governing Law. This Agreement may be
 



executed in any number of counterparts, each of which shall be deemed an


original, but all of which together shall constitute one and the same


instrument. This Agreement shall be governed by, and construed in accordance


with, the laws of the State of New Jersey, without giving effect to conflict of


laws.


 



	
            Section 3.07 Headings. The article and section headings in this
 



Agreement are solely for convenience of reference and shall be given no effect


in the construction or interpretation of this Agreement.


 


 



	
            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
 



of the date first above written.


 


 



	
            GREENWICH SOLUTIONS INC.
 



 


 



	
            By:  
 	
            /s/ Thomas J. Filep  
 	
             

	
            Name:  Thomas J. Filep ,  Chief Executive Officer
 



 


 



	
            BEDMINSTER NATIONAL CORP.
 



 


 



	
            By:  
 	
            /s/ Paul Patrizio  
 	
             

	
             
	
            Paul Patrizio,  Chairman