CONSULTING AGREEMENT


 


This Consulting Agreement (the “Agreement”),
effective as of this 15th day of February, 2013 (the “Effective Date”) is entered into by and between, Patrick Gaynes
(herein referred to as the “Consultant”) and IDS Solar Technologies, Inc. (herein referred to as the “Company”).


 


RECITALS


 


WHEREAS, Company desires to engage
the services of Consultant to consult, assist and advise the Company with regards to investor relations and other strategic and
tactical financial matters;


 


NOW THEREFORE, in consideration
of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:


 


1. Term of Consultancy. Company
hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide
services to the Company commencing on the Effective Date and terminating 180 days thereafter unless terminated pursuant to Section
8 of this Agreement.


 


2. Services. During the term of
this Agreement, Consultant’s services may include, but will not necessarily be limited to, providing the following services
on behalf of and to: the benefit of the Company:


 


A. Analyze Company’s
needs with respect to financial strategy;


B. Consult, assist and
advise the Company with respect to financial strategy and corporate awareness;


C. Introduce, oversee
and facilitate, for the benefit of the Company, any and all investor relations organizations and other contractors which are engaged
by the Company;


D. Consult and assist
the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy,
and personnel to the financial community;


E. Otherwise perform
as the Company’s consultant in development of financial strategy and its implementation including investor relations and:


F. Assist and advise
the Company with respect to its relations with brokers, dealers, analysts, and other investment professionals.


 


3. Allocation of Time and Energies.
The Consultant hereby promises to perform and discharge faithfully the responsibilities which may be assigned to the Consultant
from time to time by the officers and duly authorized representatives of the Company under this Agreement. Consultant shall diligently
and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required,
Consultant and the Company agree that Consultant will perform the duties set forth herein above in a 1iligent and professional
manner.


 


4. Remuneration. As full and complete
compensation for services described in this Agreement, the Company shall compensate Consultant as follows:


 


1. For undertaking this
engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant a monthly
cash fee, payable on the Effective Date and each monthly anniversary during the term of this agreement, of $2,500, plus 900,000
Company shares to be delivered to the Consultant immediately following execution of this Agreement and shall, when issued and delivered
to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities
to accept this engagement. The shares of common stock issued as a fee, therefore, constitute payment for Consultant’s agreement
to consult to the Company and are a non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are
not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever,
it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common
Stock paid to it as Commencement Fee hereunder. Further, if and in the event the Company is acquired in whole or in part, during
the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any
of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement,
the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change
occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to
return any of the shares of Common Stock. Customary anti-dilution and adjustments for stock splits shall apply.


 




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4.2.
With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the “Shares”),
Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating
that said shares are validly issued, fully paid, and non- assessable and that the issuance and eventual transfer of them to Consultant
pursuant to this Agreement shall have been validly issued, fully paid, and non-assessable and that the issuance, and any transfer
of them to Consultant shall have been duly authorized by the Company’s board of directors.·


 


4.3. The Company shall
be responsible for, and shall bear, all expenses directly and necessarily incurred in connection with Consultant’s delivery
of Services described in Paragraph 2, including, without limitation, travel. Any expense over $1,000 shall be pre-approved by the
Company. At Consultant’s discretion, expenses will be billed as incurred or summarized in a final expense statement payable
upon receipt by the Company.


 


5. Non-Assignability of Services.
Consultant’s services under this contract are offered to Company only and may not be assigned by Company to any entity with
which Company merges or which acquires the Company or substantially all of its assets. In the event of such merger or acquisition,
all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received
by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered
and remain fully paid and non-assessable. Notwithstanding the non-assignability of Consultant’s services, Company shall assure
that in the event of any merger, acquisition or similar change of form of entity, that its successor entity shall agree to complete
all obligations to Consultant, including the provision and transfer of all compensation herein and the preservation of the value
thereof consistent with the rights granted to Consultant by the Company herein, and to Shareholders.


 


6. Indemnification. The Company
warrants and represents that all oral communication, written documents or materials furnished to Consultant by the Company with
respect to financial affairs, operations, profitability and strategic planning of the Company are accurate and Consultant may rely
upon the accuracy thereof without independent investigation. The Company will protect, indemnify, and hold harmless Consultant
(including its officers, directors, employees and agents) against any claims or litigation including any damages, liability, cost
and reasonable attorney’s fees as incurred with respect thereto resulting from Consultant’s communication or dissemination
of any said information, documents, or materials. Company further agrees to protect, indemnify, and hold harmless Consultant (including
its officers, directors, employees, and agents) against any claims or litigation including any damages, liability, cost and reasonable
attorney’s fees as incurred with respect thereto resulting from any and all breaches by Company and/or Company’s officers,
directors, employees, agents, and any and all market relations, public relations, and investor relations organizations introduced
Company by Consultant and subsequently engaged by Company, including misrepresentations and/or omission of fact and from any and
all violations and applicable laws and regulations.







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7. Representations.
Consultant represents that it is not require to maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant further acknowledges that it is not a securities Broker Dealer or
a registered, investment advisor and is not and will not perform any tasks which require Consultant to be licensed as such. Company
acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having
jurisdiction over the Company. Company acknowledges that, to the best of its knowledge, Company is not the subject of any investigation,
claim, decree, or judgement involving any violation of the SEC or securities laws. Both Company and Consultant acknowledge that
Company is under no obligation to, follow and/or ac in accordance with the recommendations made by Consultant in connection with
this Agreement. Company represents that its decision to not act in accordance with Consultant’s recommendations in no way
affects Company’s obligations as set forth in Section 4 herein above. Company acknowledges that it remains responsible any
and all additional due diligence it deems necessary and appropriate respecting the investor relations, market relations, and public
relations organizations introduced to it by Consultant. Company further represents and acknowledges that Consultant is not responsible
and not liable for the actions taken by those investor relations, market relations, and public relations organizations that are
introduced to it by Consultant and subsequently engaged by Company.


 


8. Termination. This Agreement may
be terminated by Consultant during the Term hereof by notice to the Company in the event that the Company shall have provided materially
inaccurate or misleading information, of any type or nature, to the Consultant, or failed or been unable to comply in any material
respect with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied
with or fulfilled within the respective times, if any, herein provided for, unless compliance therewith or the performance or satisfaction
thereof shall have been expressly waived by Consultant in writing. Any termination of this Agreement pursuant to this Section 8
shall be without liability of any character (including, but not limited to, loss of anticipated profits or consequential damages)
on the part of the Company, except that the Company shall remain obligated to pay the fees, other compensation and costs otherwise
to be paid, as set forth in Sections 4 and 5 hereof.


 


9. Legal Representation. The Company
acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents
that it has consulted with independent legal counsel and/or tax/, financial and business advisors, to the extent the consultant
deemed necessary.


 


10. Status as Independent Contractor.
Consultant’s engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of
the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the
Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll
taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility
or duties regarding such manners. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements
without the express written consent of the entity to be bound.


 


11. Waiver. The waiver by either
party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent
breach by such other party.


 


12. Notices. Any notices or other
communications required or permitted hereunder shall be sufficiently given if personally delivered, or sent by express mail or
telegram, or transmitted by fax or e-mail, addressed as set forth herein below.


 


If to Consultant:


 


Patrick Gaynes





PO Box 8036


Huntington Beach, CA 92615-8036







 


If to the Company:


 


IDS Solar Technologies,
Inc.


533 Birch Street


Lake Elsinore, CA 92530







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13. Confidentiality.
This entire Agreement, including the terms of this Agreement, shall remain confidential in its entirety and will not be disclosed
to anyone without first receiving written consent to do so. This is a material part of this Agreement.


 


14. Complete Agreement. This Agreement
contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed
orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension
or discharge is sought. In the event that any particular provision or provisions of this Agreement shall for any reason hereafter
be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation
shall not affect the remaining provisions of this Agreement, which shall continue in full force and act and be binding upon the
respective parties hereto. The language of this Agreement shall be construed as a whole, according to its fair meaning and intent,
and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the
Agreement or the terms or conditions hereof.


 


15. Choice of Law. This Agreement
shall be interpreted, controlled, and enforced in accordance with the substantive laws of the State of New York.


 


AGREED TO:


 


Patrick Gaynes


 


Date: 2/21/13


By: /s/ Patrick Gaynes


 


IDS Solar Technologies, Inc.


 


Date: 2/14/13


By: /s/ Bruce R. Knoblich 


 


 






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