Unassociated Document


    Exhibit
      10.27

    


      

     

    AGREEMENT
      AND STATEMENT OF WORK

    


    August
      21, 2007

    


    


    
      	 	
              1.

            	
              PARTIES:
                This agreement is between Celsia Technologies, Inc. (Celsia) and
                Core
                Strategies, LLC. (Core)

            


    

    


    
      	 	
              2.

            	
              EFFECTIVE
                DATES: This agreement will be effective from August 15, 2007 through
                the
                earlier of August 14, 2009 or, if terminated prior to that date under
                section 9 of this agreement.

            


    

    


    
      	 	
              3.

            	
              PURPOSE:
                Celsia has asked Core to provide general management, sales management
                and
                marketing management services. The goal of these services to help
                build
                Celsia into a company which is profitable, scalable and valuable
                to
                investors. 

            


    

    


    
      	 	
              4.

            	
              SCOPE
                OF WORK: Core will provide the services of the following Core partners
                to
                Celsia: 

            


    

    
      	 	
              a.

            	
              Joseph
                Formichelli as Chief Executive Officer of Celsia, upon the approval
                of the
                Celsia board, on a full-time basis until at least August 20,
                2008

            


    

    
      	 	
              b.

            	
              Marshall
                Toplansky in the strategy and marketing area on a part-time
                basis

            


    

    
      	 	
              c.

            	
              Marc
                Demars in the sales area on a part-time
                basis

            


    

    
      	 	
              d.

            	
              Potentially
                other Core partners and affiliates as
                required

            


    

    
      	 	
              e.

            	
              Core
                will identify other employees for future assignments to be defined
                as the
                organization expands.

            


    

    


    Core
      partners will work with existing Celsia employees to provide advice, plans,
      and
      executional management of those plans. They will travel, as required to
      appropriate and required.

    


    
      	 	
              5.

            	
              CORE
                DELIVERABLES: 

            


    

    
      	 	
              a.

            	
              Core
                will establish a regular series of functional management meetings
                that
                will be responsible for setting goals, assigning responsibilities
                and
                measuring progress in the key areas of the
                business.

            


    

    
      	 	
              b.

            	
              Core
                will provide specific functional plans for all management
                areas.

            


    

    
      	 	
              c.

            	
              Core
                will develop a set of metrics and milestones to measure the progress
                of
                each stage of its proposed business plans, including headcount
                requirements. An initial turnaround-phase strategic plan will be
                developed
                within 90 days by the Core team. The objective of this plan will
                be to
                create a path for Celsia to breakeven on cashflow based on penetrating
                its
                currently-identified markets with the current set of technologies
                it
                controls. Later stage plans will identify growth strategies for Celsia
                that may involve making additional investments to exploit a broader
                set of
                market opportunities.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
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                of 4 

              12/6/2007

            	
               Celsia/Core
                Agreement and
                SOW

            


    

     

    
      	 	
              d.

            	
              Core
                will provide regular updates to the Celsia board of directors on
                business
                progress.

            


    

    
      	 	
              e.

            	
              Core
                will provide a workspace in its Southern California office for Celsia
                personnel to work from.

            


    

    
      	 	
              f.

            	
              Core
                will provide market primary research services to Celsia as
                required.

            


    

    


    
      	 	
              6.

            	
              CORE
                COMPENSATION:

            


    

    
      	 	
              a.

            	
              Celsia
                will pay a monthly base cash fee of $20,000 for the services Core
                provides
                under sections 4 and 5 above. Any changes will be approved by Alan
                Benhaim
                and Charles Resnick.

            


    

    


    
      	 	
              b.

            	
              Celsia
                will reimburse Core for travel expenses in connection with its work.
                Core
                personnel travel will be guided by the Core Strategies Travel Policy,
                described in the next section of this
                agreement.

            


    

    


    
      	 	
              c.

            	
              When
                providing market research services to Celsia, Core will provide fixed
                bid
                estimates for all work. Those estimates will include Core’s standard
                profit margin for its work. Core will bid all work out competitively
                when
                it uses suppliers in connection of its market research. Core market
                research estimates are provided with a contingency of plus/minus
                10%.

            


    

    


    
      	 	
              d.

            	
              Celsia
                will provide the Core team with options for 8,000,000 (8 million)
                shares
                of Celsia stock (NASDAQ BB: CSAT), as
                follows:

            


    

    
      	 	
              i.

            	
              Joseph
                Formichelli - options on 6 million
                shares;

            


    

    
      	 	
              ii.

            	
              Core
                Strategies, LLC - options on 2 million
                shares.

            


    

    


    
      	 	
              e.

            	
              The
                strike price of the options will be the price of CSAT common stock
                as of
                the effective date of this agreement. The vesting of these options
                is as
                follows: 

            


    

    
      	 	
              i.

            	
              All
                of the above options will vest on a regular quarterly schedule
                (1/12th
                of
                the options shares will vest every quarter) UNLESS one of the following
                events occurs, in which case accelerated vesting will
                occur:

            


    

    
      	 	
              ii.

            	
              One-third
                of the remaining unvested shares will vest when Celsia reaches cash
                flow
                break-even for a quarter. 

            


    

    
      	 	
              iii.

            	
              One-third
                of the remaining unvested shares will vest when Celsia exceeds
                its revenue/profit forecasts (for a quarter) and we can demonstrate
                that
                we are moving into our growth-phase projections for revenue, margins
                and
                expenses. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
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              12/6/2007

            	
               Celsia/Core
                Agreement and
                SOW

            


    

    


    
      	 	
              iv.

            	
              One-third
                of the remaining unvested shares will vest when Celsia wins 2 accounts
                that will generate a minimum of $500,000 in profitable revenue over
                the
                subsequent 12 month period. (Note: A win is described as a committed
                contract/DOU or purchase req. which forecasts a volume over 1 one
                year
                program and is reasonable to achieve if Celsia delivers on all
                commitments.)

            


    

    
      	 	
              v.

            	
              In
                the event the company is sold, or a change of control is deemed to
                occur,
                all unvested shares will immediately
                vest.

            


    

    
      	 	
              f.

            	
              The
                other specific terms of this options grant will be governed by the
                options
                plan under which they were
                authorized.

            


    

    


    


    
      	 	
              7.

            	
              CORE
                TRAVEL POLICY: All travel will be billed at cost, without mark-up
                by Core.
                Core personnel travel economy class for all flights unless authorized
                by
                Celsia’s CEO. All Core personnel are encouraged to use hotels, restaurants
                and rental cars which economize client resources appropriately. Core
                personnel using their own cars will be reimbursed at the current
                IRS
                allowable rate (as of this writing: $0.485 per mile), plus tolls
                and
                parking. Receipts for any expense over $25 (except mileage) will
                be
                provided as backup to Celsia.

            


    

    


    
      	 	
              8.

            	
              PAYMENT
                METHOD AND TERMS: Celsia will pay the monthly cash fee to Core every
                month
                on the 15th
                of
                the month, for the service being provided in the following month.
                (Illustration: Payment for work from August 15 - September 15 is
                due
                August 15.) Core will bill Celsia for out-of-pocket expense reimbursement
                twice a month, under separate invoice. Expense reimbursement will
                be made
                within 5 days of invoice receipt. 

            


    

    


    
      	 	
              9.

            	
              TERMINATION:
                This agreement terminates as of August 14, 2009. However, it may
                be
                terminated earlier, upon 60 day written notice by either party. Celsia
                will continue to pay Core its agreed upon monthly base fee during
                the
                period from notification of termination through actual termination
                of
                services.

            


    

    


    
      	 	
              10.

            	
              RENEWAL:
                This agreement may be renewed or extended upon mutual
                agreement.

            


    

    


    
      	 	
              11.

            	
              DISPUTE
                RESOLUTION: Both parties agree to attempt to resolve all issues relating
                to this agreement as quickly and amicably as possible. In the event
                a
                mutually agreed resolution is not possible, both parties agree to
                refer
                the matter to a qualified, certified arbitrator through an accredited
                arbitration organization (such as the American Arbitration Association).
                Both parties agree that the decision of the arbitrator will be final
                and
                binding.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Page 4
                of 4 

              12/6/2007

            	
               Celsia/Core
                Agreement and
                SOW

            


    

    


    
      	 	
              12.

            	
              GOVERNING
                LAW: The laws of the State of California shall govern all matters
                relating
                to this agreement

            


    

    


    
      	 	
              13.

            	
              SEPARABILITY:
                In the event that any part of this agreement is determined to be
                invalid
                or void, the remaining valid portions of the agreement are deemed
                to
                remain in effect.

            


    

    


    
      	 	
              14.

            	
              APPROVALS

            


    

    


    
      	
              CELSIA,
                INC.

            	 	
              CORE
                STRATEGIES, LLC

            	 
	 	 	 	 	 	 
	
              By:
                

            	
              /s/
                Charles Resnick

            	 	
              By:
                

            	
              /s/
                Marshall Toplansky

            	 
	 	 	 	 	 	 
	
              Title:
                

            	
              Director

            	 	
              Title:
                

            	
              CEO

            	 
	 	 	 	 	 	 
	
              Date:
                

            	
              August
                15, 2007

            	 	
              Date:
                

            	
              August
                15, 2007

            	 


    

     

     

    
      	
              Celsia,
                Inc.

            	
              Core
                Strategies, LLC

            
	
              1395
                Brickell - Suite 800

            	
              23191
                La Cadena - Suite 103

            
	
              Miami,
                FL 33131

            	
              Laguna
                Hills, CA 92653

            
	
              Attn:
                Alan Benhaim, Charles Resnick,

            	
              Attn:
                Marshall Toplansky

            
	
              Board
                members