Exhibit 10.4
















Diamond Technologies.





Interim Identity Development and Material Collateral Design Rollout.





We are excited about the opportunity to partner with Diamond Technologies to develop an interim


identity and collateral templates/materials as outlined within the below scope of work. This


proposal will cover the necessary scope of work to present a credible brand in the marketplace


acting as a temporary brand identity solution until the final identity for Diamond Technologies


is developed.





Scope of Work





Steering Committee Meetings





Bi-weekly meetings will take place to provide project status updates, review initiatives and


discuss proposed strategies to ensure they are in line with the Diamond Technologies business


plan and objectives. This meeting also provides an opportunity for Diamond Technologies to


update the team on new business partnerships, product news and other project information.


The project kick-off meeting will take place October 1. Bi-weekly meetings will then resume until


the end of December 2010.





Timing:  Bi-Weekly meetings to occur within October 1 - December 31, 2010


Fees:  $ 22,500 (based on a $ 7500 monthly rate)


Deliverable:  Meeting minutes issued 1-2 days after each meeting.








Interim Identity Development


Watt will work with Diamond Technologies and MCI to develop an interim brand identity including


a logo/wordmark and supporting collateral materials. This interim identity is intended to fulfill


immediate communication requirements in parallel with the permanent Corporate Identity


exercise due for completion in January.





A. Interim Name Development and Logo Development


Watt will facilitate an interim name discussion meeting with Diamond Technologies and MCI to


discuss name options and reach a consensus on an interim brand name. As part of this


discussion we begin to investigate the "house of brands" or "branded house" approach.





Working with the interim name Watt will develop a temporary logo or wordmark. One round of


refinements is included. If additional rounds of refinements are required, a cost will be provided.





Timing:  2 weeks


Fees:  $ 14,500


Deliverable:  Working name defined and interim logo / wordmark identity developed.











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Please note: the abovecosts do not include photography and/ or illustration. If required,a cost


will be provided undera separate cover.


If required, Watt can conducta preliminary (name) trademark search. However, Diamond


Technologies will be required to check the final name selected for any trademark conflicts.











B. Communication ICollateral Material Rollout - Design and Production Art


Watt will develop communication and collateral templates/materials for the following items based


on the new interim identity developed (one round of refinements included):





a.      Business Cards (up to three business cards)


b.      PowerPoint presentation template (one cover page and up to three body pages)


c.      Microsoft Word letterhead template


d.      Sales folder (single fold)





Production Art


This also includes the production art for up to three business cards, Microsoft letterhead template


and 1 sales folder as per printer specifications provided. One round of refinements included.





Timing: 2 weeks


Fees: $ 20,000


Deliverable: Working name defined and logo / wordmark identity developed. Production artwork


files for items listed above.











Presentation Reformatting


Watt will reformat existing Rophe corporate and product documents for both presentations and


"leave-behinds". Reformatting utilizes existing content or copy decks provided by Diamond and


the quote is based on three (3) documents with an average presentation size of thirty (30) to fifty


(50) slides.





Timing: 4-5 business days per presentation weeks


Fees: $ 3,500/presentation


Deliverable: Reformatted presentations in PowerPoint or program designated by Diamond.


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Timing & Fees Summary:





Listed below is a summary of the timing and fees we have outlined for the in-scope activates.





Proposed Services
Estimated Timing
Estimated Fees (CAN$)Steering Committee Meetings
Bi-Weekly

Oct 1 - Dec 31, 2010
$ 22,500Interim Name Development and Logo

Development
2 weeks
$ 14,500Communication /Collateral Material Rollout
2 weeks
$ 20,000Presentation Reformatting (3 presentations)
4-5 business days/

Presentation
$10,500SUB-TOTAL

$ 67,500*








* Out-of-Pocket Expenses:





These fees exclude all travel costs (airfare. hotels, incidentals), which will be pre-approved by


Diamond Technologies and billed through at cost.





Costs associated with photography Iillustration are also outside the fees quoted and will be


provided to you once the photography Iillustration scope of work has been determined.








An agency contingency fee of 10% is required.








ADDITIONAL FEES:





Material changes to the project scope, design refinements or approved work, and any additional


services not outlined in this assignment will be subject to approval from Diamond Technologies


before the changes are initiated. Such additional fees will be quoted and billed separately.





Delays, beyond the normal time allocated for reviews and approvals, will cause our fees to


increase. We will notify you as this situation arises. and provide you with a statement of impact.

















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INVOICING AND PROJECT SPECIFIC CONDITIONS:


All fees are quoted in CAN dollars. Applicable taxes are in addition to the fees quoted and are


payable by Diamond Technologies.





The billing schedule is as follows:


·
50% of the estimated fees are due at project commencement;


·
remaining fees, reconciled against deliverables, will due on January 22, 2011.


Please note that payment is required on January 22, 2011. Diamond and Watt will identify an


appropriate final billing date to facilitate this.








The preferred method of payment is by bank wire transfer. Bank wire details for Watt are:








WATT INTERNATIONAL INC - TORONTOBANK
ROYAL BANK OF CANADA200 BAY STREETTORONTO, ONTARIOM5J 2J5   CANADASWIFT CODE
ROYCCAT2TRANSIT #
00002ACCOUNT #
1320456 (CAD)BANK #
003











OUR WORKING RELATIONSHIP


Confidentiality


Watt will keep strictly confidential all information (the "Confidential Information") regarding the


business or activities of Diamond Technologies that Watt may acquire, see, or be informed of as


a direct or indirect consequence of negotiating, entering into, or carrying out the terms of this


Agreement or any other transaction with Diamond Technologies. Without limiting the generality


of the foregoing, Confidential Information shall include the fact and terms of this Agreement, all


technical, financial or business information regarding Diamond Technologies business


operations, the names of Diamond Technologies customers and suppliers, designs, drawings and


specifications in connection with Diamond Technologies business, and any other trade secret or


confidential or proprietary information in the possession or control of Diamond Technologies.


Watt acknowledges that a/l Confidential Information is the sole and exclusive property of


Diamond Technologies. Watt covenants, agrees and undertakes not to make any use or


disclosure of any Confidential Information to any person either during or after termination (or


expiration) of this Agreement, except as may be specifically authorized by Diamond Technologies





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in writing prior to such use or disclosure. Upon the termination of the term of this Agreement, or


at Diamond Technologies written request, Watt shall return to Diamond Technologies or destroy


all Confidential Information as Diamond Technologies may determine, disclosed by Diamond


Technologies to Watt pursuant hereto and continue to treat as confidential and preserve the


confidentiality of all Confidential Information received from Diamond Technologies. This section


will survive the termination of this Agreement.





Watt agrees not to include or make reference (either expressly or implicitly) to Diamond


Technologies or the fact or terms of this Agreement in any advertisements, sales presentations,


press releases or otherwise without Diamond Technologies prior written consent, which may be


withheld arbitrarily. This section will survive the termination of this Agreement.





Understanding Our Services





Should current and future projects include any design concept work, this can be subjective, and


work of this nature may not result in a product that is in whole utilized by Diamond Technologies.


Having expended time, energy, and creative/marketing expertise, Watt needs to be compensated


for their work, regardless of Diamond Technologies use of it.





Watt is fairly flexible when it comes to minor changes in the scope of work required to complete


the project. If there are changes to the scope that materially affect the time it will take to finish,


Watt will notify Diamond Technologies of the financial impact as soon as possible.





Use of Documents





Watt makes commercially reasonable efforts to ensure that all work created does not violate the


intellectual property rights of other persons. However, the ultimate responsibility to ensure that


no intellectual property rights have been violated rests with Diamond Technologies.





Who Owns the Work





Once Watt has received payment for invoices relating to the work, Diamond Technologies will be


entitled to utilize the final work product created by Watt for its intended purpose, within the agreed


geographic boundaries. Watt will take necessary steps to transfer all work including property and


moral rights.





Attention to Detail





As a professional agency, Watt prides itself on attention to detail. That being said, it is Diamond


Technologies responsibility to verify the accuracy of final artwork. In the unlikely event that errors


are missed, Watt is only responsible for replacing final artwork.




















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Materials





Watt will store all electronic artwork produced by Watt for a maximum period of two (2) years


following the completion of the project. Fees for retrieval of electronic artwork at anytime


following the completion of services will be billed on a per hour basis.





Termination





In the unlikely event that Diamond Technologies wants to stop working with Watt at any time


during the project, Watt needs to be compensated for services performed and expenditures made


up to the time of termination.





Accepted &Agreed as of October 20, 2010.





DIAMOND TECHNOLOGIES

WATT INTERNATIONAL INC.VINCE LEITAO

RANDY REDFORDSIGNATURE

SIGNATUREVINCE LEITAO

RANDY REDFORDNAME OF AUTHORIZED PERSON

RANDY REDFORD(PRINT)PRESIDENTTITLE

EVP CREATIVE AND CLIENT

SERVICESOct 20/ 2010

Oct 20/ 2010DATE

DATE300 BAYVIEW AVENUETORONTO, ONM5A 3R7





























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