exhibit10_2.htm


     

    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (the
“Agreement”) made on this 13 day of November 2007, by and between International
      Consolidated Companies, Inc., located at 2100 19th Street,
      Sarasota,
      Florida  34234 (the “Client”), and Kenneth Davidson, a professional
      consultant, located at 1922 Thompson Crossing, Richmond, Texas,  77469
      (the “Consultant”) is made in consideration of the mutual promises made herein
      and set forth as following:

    


    ARTICLE
      1.

    


    TERM
      OF CONTRACT

    


    1.1           This
      Agreement will become effective on November 13, 2007 and will continue in effect
      for a period of six months, or until terminated as provided in Article 6
      below.

    


    ARTICLE
      2.

    


    SERVICES
      TO BE PERFORMED BY CONSULTANT

    


    2.1           Services.  Consultant
      agrees to perform the following consulting services for Client:

    


    Client
      agrees to arrange for
      professional athletes, retired or active, to assists with aspects of the Company
      promotions, including and not limited to public speaking, appearances, meetings,
      and/or negotiations.  Company has the right to have a representative
      present on its behalf other than the Consultant, but, is not
      required.

    


    Consultant
      will maintain the
      professional standards of the Company at all times while representing said
      Client.

    


    2.2           Method
      of Performing Services.  Consultant will determine the
      method, details, and means of performing the above-described
      services.  Consultant may perform the Services under this Agreement at
      any suitable time and location of Consultant’s choice, however the Consultant
      shall make himself available to the Client as set forth in Section
      4.3.

    


    2.3           Status
      of Consultant.  Consultant is and shall remain an
      independent contractor.  Consultant and any agents or employees of
      Consultant shall not act as an officer or employee of Client.  Client
      assumes no liability for Consultant’s actions in performance, or responsibility
      for taxes, funds, payments or other commitments, implied or expressed, by or
      for
      Consultant.  Consultant has no authority to assume or create any
      commitment or obligation on behalf of, or to bind, Client in any
      aspect.

    


    2.4           Use
      of Employees or Subcontractors.  Upon Client’s prior
      written approval if any additional cost to Client will be incurred, Consultant
      may use any employees or subcontractors as Consultant deems necessary to perform
      the services required of Consultant by this Agreement.  Client
      acknowledges and agrees that Consultant may realize a commission on the use
      of
      such employees and subcontractors for the performance of additional services
      as
      described in paragraph 3.4, below, and such commission shall be an included
      cost
      in any proposal submitted to Client by Consultant.  Notwithstanding
      the foregoing, any proposal prepared by Consultant, which includes consulting
      fees to be charged by Consultant to Client, shall be clearly identified and
      quoted as such.

    


    ARTICLE
      3.

    


    COMPENSATION

    


    3.1           Retainer
      Fee.  Client shall pay a retainer fee of Three Hundred
      Thousand (300,000) free trading shares of SGNM, common stock, which
      shall be due and payable within 5 (Five) days of the execution of this Agreement
      (the “Retainer Fee”).

    


    3.2           Registration.  Said
      shares shall be registered with the U.S. Securities and Exchange
      Commission on its Form S-8 or similar registration.

    


    3.3           Payment
      of Expenses.  Consultant shall be responsible for its
      normal and customary overhead business expenses incurred in performing services
      under this Agreement, including without limitation, telephone, facsimile,
      postage, photocopying, supplies, rent, employee salaries and benefits, and
      insurance.  Travel expense and other extraordinary expenses in
      relation to the Client shall require the Consultant to obtain the prior written
      approval of Client.  Where Consultant is required to travel outside
      the State of Texas on business, all travel arrangements will be at business
      class, and if not available, then based on available first class travel
      accommodations.

    


    ARTICLE
      4.

    


    OBLIGATIONS
      OF CONSULTANT

    


    4.1           Non-Exclusive
      Relationship.  Client acknowledges and agrees that the
      relationship with Consultant is non-exclusive and Consultant may represent,
      perform services for, and contract with, as many additional clients, persons
      or
      companies as Consultant in Consultant’s sole discretion sees fit.

    


    4.2           Consultant’s
      Qualifications.  Consultant represents and warrants that
      Consultant has the qualifications and skills necessary to perform the services
      under this Agreement in a competent and professional manner, and is able to
      fulfill the requirements of this Agreement.  Consultant shall comply
      with all applicable federal, state and local laws in the performance of its
      obligations hereunder, and all materials used by Consultant in fulfilling its
      obligations under this Agreement shall not infringe upon any third party
      copyright, patent, trade secret or other proprietary
      right.  Consultant acknowledges and agrees that failure to perform all
      the services required under this Agreement constitutes a material breach of
      the
      Agreement.

    


    4.3           Availability
      of Consultant.  Consultant acknowledges and agrees that a
      material consideration of the Agreement is that Consultant be in charge of
      all
      services rendered to Client under this Agreement.  Further, that the
      availability of the Consultant be the equivalent of three (3) regular business
      days per week and that the unavailability of such services shall constitute
      a
      material breach of this Agreement.  Should Client not avail itself of
      Consultant’s services, from one week to the next, such availability will not be
      accumulated without Consultant’s express approval.

    


    4.4           Indemnity.  Consultant
      agrees to indemnify, defend, and hold Client free and harmless from all claims,
      demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,
      and deficiencies, including interest, penalties, attorneys’ fees, and costs,
      including without limitation expert witnesses’ fees, that Client may incur as a
      result of a breach of Consultant of any representation or agreement contained
      in
      this Agreement.

    


    4.5           Assignment.  Neither
      this Agreement nor any duties or obligations under this Agreement may be
      assigned by Consultant without the prior written consent of Client.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5.

    


    OBLIGATIONS
      OF CLIENT

    


    5.1           Compliance
      with Requests.  Client agrees to comply with all
      reasonable requests of Consultant necessary to the performance of Consultant’s
      duties under this Agreement.

    


    5.2           Company
      Provided Information.  Client assumes full responsibility
      for the accuracy and completeness of all information provided to
      Consultant.

    


    5.3           Indemnity.  Client
      agrees to indemnify, defend, and hold Consultant free and harmless from all
      claims, demands, losses, costs, expenses, obligations, liabilities, damages,
      recoveries, and deficiencies, including interest, penalties, attorneys’ fees,
      and costs, including without limitation expert witnesses’ fees, that Consultant
      may incur as a result of any information provided to Consultant by Client under
      this Agreement.

     

     

    ARTICLE
      6.

    


    TERMINATION
      OF AGREEMENT

    


    6.1           Termination
      on Notice.  Notwithstanding any other provision of this
      Agreement, either party may terminate this Agreement at any time by giving
      thirty (30) days written notice to the other party.  Unless otherwise
      terminated as provided in this Agreement, this Agreement will continue in force
      until the Services provided for in this Agreement have been fully and completely
      performed.

    


    6.2           Termination
      on Occurrence of Stated Events.  This Agreement will
      terminate automatically on the occurrence of any of the following
      events:

     

    
      6.2.1    Unavailablity
        of
        Consultant to manage and oversee all services rendered to Client by Consultant
        under this Agreement;

       

    

    6.2.2    Bankruptcy
      or
      insolvency of either party;

    


    6.2.3    Dissolution
      of either
      party; and/or

     

    
      6.2.4    The
        assignment of this Agreement by Consultant without the prior written consent
        of
        Client.


    

    6.3           Termination
      for Default.  If either party defaults in the performance
      of this Agreement or materially breaches any of its provisions, the
      non-breaching party may terminate this Agreement by giving written notification
      to the breaching party.  Termination will take effect immediately on
      receipt of notice by the breaching party of five (5) days after mailing of
      notice, whichever occurs first.  For the purposes of this paragraph,
      material breach of this Agreement includes, but is not limited to, the
      following:

     

    
      6.3.1    Consultant’s
        failure to perform the services specified in this Agreement;

       

      
        6.3.2    Consultant’s
          material breach of any representation or agreement contained in Article
          4
          above;

      

    

     

    
      
        6.3.3    Client’s
          material breach of any representation or agreement contained in Article
          5 above;
          and/or,

         

        
          6.3.2    Client’s
            failure to pay Consultant any compensation due within thirty (30) days
            after
            written demand for payment.


        

      

    

    ARTICLE
      7.

    


    CLIENT
      INFORMATION

    


    7.1           Nondisclosure/Nonuse
      of Client Information.  Consultant agrees that all
      information provided by Client to Consultant under this Agreement shall not
      be
      disclosed or used by Consultant for any purpose other than Consultant’s
      performance under this Agreement.

    


    7.2           Confidential
      Information.  Any written, printed, graphic, or
      electronically or magnetically recorded information furnished by Client for
      Consultant’s use is and shall remain the sole property of
      Client.  This proprietary information includes, but is not limited to,
      investor lists, marketing information, planning, drawings, specifications,
      and
      information concerning Client’s employees, products, services, prices, and
      operations.  Consultant will keep this confidential information in the
      strictest confidence, and will not disclose it by any means to any person except
      with Consultant’s prior written approval, and only to the extent necessary to
      perform the services under this Agreement.  This prohibition also
      applies to Consultant’s employees, agents, and subcontractors.  On
      termination of this Agreement or request by Client, Consultant will return
      within two (2) days any confidential information in Consultant’s possession to
      Client.

    


    ARTICLE
      8.

    


    GENERAL
      PROVISIONS

    


    8.1           Notices.  Any
      notices to be given by either party to the other shall be in writing and may
      be
      transmitted either by personal delivery or by mail, registered or certified,
      postage prepaid with return receipt requested.  Mailed notices shall
      be addressed to the parties at the addresses appearing the introductory
      paragraph of this Agreement, but each party may change that address by written
      notice in accordance with this section.  Notices delivered personally
      shall be deemed communicated as of the date of actual receipt.  Mailed
      notices shall be deemed communicated as of five (5) days after the date of
      mailing.

    


    8.2           Attorneys’
      Fees and Costs.  If this Agreement gives rise to a
      lawsuit or other legal proceedings between any of the parties hereto, the
      prevailing party shall be entitled to recover court costs, necessary
      disbursements (including expert witnesses’ fees) and reasonable attorneys’ fees,
      in addition to any other relief such party may be entitled.

    


    8.3           Entire
      Agreement.  This Agreement supersedes any and all other
      agreements, either oral or in writing, between the parties hereto with respect
      to the services provided by Consultant to Client under this Agreement, and
      contains all of the covenants and agreements between the parties with respect
      to
      this Agreement in any manner whatsoever.  Each party to this Agreement
      acknowledges that no representations, inducements, promises, or agreements,
      orally or otherwise, have been made by any party, or anyone acting on behalf
      of
      any parties, which are not embodied herein, and that no other agreement,
      statement, or promise not contained in this Agreement shall be valid or
      binding.

    


    8.4           Modifications.  Any
      modification of this Agreement will be effective only if it is in writing signed
      by the party to be charged.

    


    8.5           Effect
      of Waiver.  The failure of either party to insist on
      strict compliance with any of the terms, covenants, or conditions of this
      Agreement by the other party shall not be deemed a waiver of that term,
      covenant, or condition, nor shall any waiver or relinquishment of any right
      or
      power at anyone time or times be deemed a waiver or relinquishment of that
      right
      or power for all or any other times.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    8.6           Partial
      Invalidity.  If any provision in this Agreement is held
      by a court of competent jurisdiction to be invalid, void, or unenforceable,
      the
      remaining provisions shall nevertheless continue in full force without being
      impaired or invalidated in any way.

    


    8.7           Law
      Governing Agreement.  This
      Agreement shall be governed by and construed in accordance with the laws
      of the state of Texas.

    


    8.8           Jurisdiction/Venue.  Jurisdiction
      and venue for any dispute arising out of this Agreement shall be exclusively
      in
      the city of Houston, Texas.

    


    8.9           Construction.  If
      any construction is to be made of any provision of this Agreement, it shall
      not
      be construed against either party on the ground such party was the drafter
      of
      the Agreement or any particular provision.

    


    8.10           Time.  Time
      is of the essence in this Agreement.

    


    8.11           Corporate
      Authorization.  If any signatory of this Agreement is a
      corporation, said signatory represents and warrants that this Agreement and
      the
      undersigned’s execution of this Agreement have been duly authorized and approved
      by the corporation’s Board of Directors.  The undersigned officers and
      representatives of the corporation(s) executing this Agreement on behalf of
      the
      corporation(s) represent.  And warrant they are officers of the
      corporation(s) with full authority to execute this Agreement on Behalf of the
      corporation(s).

    


    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement, effective as
      of
      November 13, 2007.

    


    


    


    Client:  International
      Consolidated Companies, Inc.

    


    BY:    /s/
      Antonio F. Uccello, III

              
      President

    


    


    Consultant:

    


    BY:   /s/
      Kenneth D. Davidson