Exhibit 10.6


Consultant's Agreement


 


Agreement ("Agreement"), is made
and entered into on August 25, 2014, between Zero Gravity Solutions, Inc., located at 190 NW Spanish River Blvd., Ste. 101,
Boca Raton, FL 33431 ("Company") and A+ Accounting Services, Inc., acting herein by its President, Lisa Gainsborg,
duly authorized, with current legal address 20931B Via Oleander, Boca Raton, FL 33428 ("Consultant").


 


In consideration of the mutual covenants
set forth herein, Company agrees to engage Consultant and Consultant agrees to perform work (see "Scope of Work") for
the Company, as described herein:


 


1.          SCOPE
OF WORK


 


A.           TITLE;
Accountant


 


B.           Primary
Duties and Functions ("Delivery"); Consultant is hereby engaged by Company to provide duties, services and functions,
as detailed in the "Scope of Work" document attached.


 


·              Duty
of Loyalty and Best Efforts:


Consultant understands that for which they've
been engaged, and agrees to loyalty, good faith, and their best efforts to any and all Delivery, as described herein, and to the
reasonable satisfaction of the Company. Consultant understands they are entitled ONLY to compensation, for Delivery, as set forth
in this Agreement, and agrees to refrain from any action or practice, of any kind whatsoever, which would compete, conflict, impinge
on or interfere with the Company or Company's business, in any way. Consultant further acknowledges they will not engage in any
action, practice or business that may be construed to be a "conflict of interest" with Company, unless previously agreed
to and in writing, and according to the guidelines already set by provisions of Company's signed NDA.


 


D.           Billable
Time;


Consultant understand and agrees that, their Delivery to the
Company may be accomplished at any place or locations,


determined and agreed between the parties, that is conducive
to Delivery as described (Scope of Work).


 


2.          PERFORMANCE
TERMS


 


Based upon representations made to the
Company, by the Consultant of their organization, as well as reasonable expectations of the Company, from the Consultant, the following
performance terms apply: [See attached.]


 


Consultant understands and agrees that
any failure to deliver the "services as described", may result in termination and possibly non-payment for any services
disputed or considered not received; Delivery constitutes a reasonable and substantial condition of this engagement but in no way
guarantees any continued relationship or engagement.


 


3.          COMPENSATION


 


A.           Base
Compensation


Consultant will be compensated $4,000.00
 (gross) per month, payable bi-monthly on the 15th and last business day of each month, pending adequate funding to the Employer,
of "operating" and "running" expenses, and making any and all payments subject to "accrual" for payment
at a later date; Consultant acknowledges and agrees that, said payment may accrue, on a monthly basis, pending said "funding".
This also applies to any EXTRAORDINARY payments.


 


B.           Any
EXTRAORDINARY Payment (EP)


Any EP to which Consultant is
or may become eligible, and following guideline for "accruals" above, will be described separately; any questions relating
to such EP should be directed to the CEO. Any such accrued EP, from Company, MAY be considered a "draw" and MAY be deducted
from any future EP earned. Furthermore, if/when this Agreement between the parties ends or is terminated, any unpaid EP that is/was
"earned" prior to termination, will be paid, after an agreed audit of accrual, and within 60 days of said termination.


 


C.           Expense
Reimbursement


Consultant is entitled to reimbursement
of any/all authorized expenses occurring in performance of their Delivery under this Agreement. To receive reimbursement, Consultant
MUST provide timely and complete "expense reports", with a fully itemized account of all expenditures, along with original
expense receipts. Any amount over the set per diems will require prior written authorization. Expenses will NOT be paid without
completed expense report and original receipts. 


 




    	 



    	 



    

 


4.          MISCELLANEOUS


 


A.           Insurance


 


L          Consultant
is responsible to provide their own health insurance; in the event Consultant's designation changes to "Employee", they
MAY be eligible for Company provided health insurance, after 90 days of engagement as Employee.


ii.          Company
will provide details of their up to date Liability Insurance, a Certificate of which will be provided to Consultant, by request;
Consultant is responsible to provide their OWN Liabiity Insurance, a Certificate of which MUST be provided to Company, upon execution
of this Agreement, and which MUST be updated, each year or when existing Certificate expires as part and parcel of this Agreement.


 


B.           Professional
Licenses and Memberships


Consultant is obligated to maintain
any professional licenses necessary for Delivery as set forth in this Agreement. Consultant is also urged to seek membership in
any associations related to our industry or that of our clientele, at their own expense. At Company's discretion, there MAY be
assistance available toward payment of certain and specific licenses or memberships which Company considers essential to Delivery
in their role.


 


5.          TERMINATION


 


Consultant understands their
engagement is "At Will", and may be terminated at any time and for any reason, permitted by law, with or without cause
and with or without notice.


 


6.          COVENANTS


 


A.           Non-Disclosure
of Trade Secrets, Customer Lists and Other Proprietary Information Refer to NDA signed as part and parcel of engagement
with the Company.


 


B.           Non-Solicitation
and Non-Recruit Covenant


Consultant agrees that, for
a period of 2 years following termination of this Agreement, for any reason whatsoever, they will not solicit customers
or clients of the Company and by agreeing to this covenant, acknowledge that, their contributions to Company are unique to Company's
success; they have significant access to Company's trade secrets and other confidential or proprietary information regarding Company's
customers or clients. Further to B, above, Consultant agrees not to recruit any of Company's staff for the purpose of any outside
business, either during or for a period of 2 years after tenure of their Agreement with Company, and agrees that
any such effort constitutes a violation of this non-solicitation covenant.


 


C.           Non-Compete
Covenant


[Non-compete will be enforced accordingly with the
laws of the state of Florida or that state in which the Employee


performs the main duties of their role; whichever
serves best to protect the Company.]


 


D.           Adherence
to Company's Policies, Procedures, Rules and Regulations


Consultant agrees to, in their
role, adhere to all policies, procedures, rules and regulations set forth by Company, said policies, procedures, rules and regulations
as provided, and/or any other personnel practices or policies of Company. To the extent that our policies, procedures, rules and
regulations conflict with any term of this Agreement, specific terms of this Agreement will prevail.


 


E.           Covenant
to Notify Management of Unlawful Acts or Practices


The Company demonstrates full
compliance with all governmental laws, regulations and ethics code applicable to their profession and Consultant agrees to abide
by such as well as any other rules, regulations, policies and procedures and Consultant agrees to immediately bring any suspected
violations of any such laws, ethics codes, rules, regulations, policies or procedures, directly to Employer for investigation and
appropriate action taken.


 


7.          PROPERTY
RIGHTS


 


A.           Existing
Customers or Clientele of Employee


Company understands that, existing customers and/or
clients of Consultant are the property of Consultant. Consultant


likewise understands and agrees that, and any existing
customers and/or clients of Company are and will remain the property of the Company, and agreement to this clause is part and parcel
to conditions of their engagement with the Company and any violation of this clause may terminate the Agreement and render payment
null and void.


 




    	 



    	 



    

 


B.      New
Customers or Clientele Generated While Engaged — INAPPLICABLE


Any
customers and/or clients generated by Consultant pur


bjcct
to both the n


 


C.           Records
and Accounts


All records and accounts maintained during and as part of the
course of engagement are the property of Company, shall


remain current and be maintained on site at Company's main place
of business.


 


D.           Return
upon Termination


Upon termination of this Agreement, Consultant
agree to the immediate return of all Company's property, including, but not limited to, intellectual property, trade secret information,
customer lists, any operating manuals, records and accounts, materials subject to copyright, trademark or patent protection, customer
and Employer information, business documents, reports, keys, passes, computer, laptop, phone, any security devices or other Company
property.


 


E.           Copyrights,
Inventions and Patents


Any copyrights, inventions or patents created
or obtained, whole or in part by Consultant during the course of this Agreement, are considered "works for hire" and
Company property and Consultant hereby assigns all rights and interest in any copyright, invention, patents or other property related
to the business of the Company, to the Company and if working on any patentable material, a separate, written patent assignment
agreement, must be struck between the parties.


 


8.          INDEMNIFICATION
FOR THIRD PARTY CLAIMS


 


Consultant hereby indemnifies, defends,
saves and holds harmless the Company, its shareholders, officers, Directors, and other agents (other than Consultant) from and
against all claims, liabilities, causes of action, damages, judgments, attorneys' fees, court costs, and expenses which arise out
of or are related to the Consultant's performance under this Agreement, failure to Deliver as required, or result from conduct
while engaging in any activity outside the scope of this Agreement, before, during or after the termination of this Agreement.
This obligation of indemnification survives expiration or termination of this Agreement.


 


9.          MEDIATION
AND BINDING ARBITRATION


 


The parties agree first, to mediate and
may then submit to binding arbitration any claims that they may have against each other, of any nature whatsoever, other than those
prohibited by law or for worker's compensation, unemployment or disability benefits, pursuant to the rules of the American Arbitration
Association. Consultant understands, agrees to and will sign the attached "Agreement to Mediate/Arbitrate" as a condition
of engagement.


 


10.         LIMITATION
OF DAMAGES


 


Any remedy Consultant may have for breach
of Agreement related obligation, whether under law or by contract, is limited to equivalent of three (3) months billing where allowed
by law; inclusive of any claims for special, general, compensatory, emotional or punitive damages, or loss of income.


 


11.         ATTORNEYS'
FEES AND COSTS


 


The parties agree that, should any action
be instituted by either party against the other regarding the enforcement of the terms of this agreement, the prevailing party
is entitled to all of its expenses related to such litigation, including but not limited to reasonable attorneys' fees/costs, before
and after judgment.


 


12.         MISCELLANEOUS
PROVISIONS


 


A.           Accuracy
of Representations


Any projections regarding financial status
or potential for growth of the Company are matters of opinion only and do not constitute legally binding representation. Consultant
understands and agrees they have had ample time and opportunity to conduct due diligence of the Company and are satisfied with
the representations that have been made.


 




    	 



    	 



    

 





B.           Notices


Any notices required under this Agreement will be
in writing, sent certified mail, return receipt requested, to the principal


place of business of the Company, or to the place
of business of the Consultant, as set forth herein.


 


C.           Entire
Agreement


This document represents the complete and exclusive
statement of agreement between the parties. No other agreements,


covenants, representations or warranties, express
or implied, oral or written, exist.


 


D           The
Effect of Prior Agreements or Understandings


This document supersedes any and all prior Agreements
or understandings between the parties, including letters of intent


or understanding, except for those documents specifically
referred to herein.


 


E.           Modifications


The parties agree that this
writing, along with those Agreements referred to within it, including but not limited to the NDA, comprise the entire Agreement
between the parties. Any modifications to this Agreement may only be in writing and must be signed by the CEO of the Company.


 


F.           Severability
of Agreement


To the extent that any provision hereof is deemed
unenforceable, all remaining provisions of this Agreement shall not be


affected thereby and shall remain in full force and
effect.


 


G.           Waiver
of Breach


The waiver by Company of a breach
of any provision of this Agreement by the Consultant shall not operate as a waiver of any subsequent breach by the Consultant.
No waiver shall be valid unless placed in writing and signed by the CEO of the Company.


 


H.           Ambiguities
Related to Drafting


The parties hereto agree that any ambiguity created
herein will not be construed against the drafter of same.


 




    	 



    	 



    

  


L           Choice
of Law, Jurisdiction and Venue


The parties hereto agree to
be governed by and in accordance with the laws of the state of Florida. Should any claims be brought against Company relating to
terms or conditions of employment, it shall be brought within a court of competent jurisdiction within Palm Beach County.


 


J.            Drug
Free Workplace


The Company maintains a drug-free
work place; Consultant understands, agrees and supports this policy and understands that the Company reserves the right to choose
to keep or terminate any Agreement with any party who deviates from or violates this policy, in support of said policy.


 


K.          Statute of Limitations


Consultant understands and agrees
they have a one year statute of limitation for the filing of any requests for mediation or arbitration, or for any lawsuit related
to this Agreement or the terms and conditions of their engagement. Should any related said claim be filed more than one year subsequent
to Consultant's last day of engagement with and by Company, it is precluded by this provision, regardless of whether the claim
had accrued at that time or not.


 


L.          Attorney
Review


Consultant warrants and represents
that, by executing this Agreement, they've had ample opportunity and have, at their discretion, sought any legal advice desired,
from an attorney of Consultant's choice, so that the terms of this Agreement and their consequences could have been fully read
and explained to Consultant by an attorney, and that they fully understand all of the terms of this Agreement.


 


	A+ Accounting Services, Inc., acting herein by Lisa	 
	Gainsborg, its President, duly authorized	 
	Consultant’s Name (Please Print)	 


  


	 	Consultant’s Signature 	 	Date
	 		 	8/26/14
	 	Company Representative 	 	Date


 


	 	 	 	 
	 	Consultant’s Signature 	 	Date
	 	 	 	8/28/14
	 	Company Representative 	 	Date


 




    	 



    	 



    

 


SCHEDULE A


 


(TO CONSULTING AGREEMENT BETWEEN ZERO
GRAVITY SOLUTIONS, INC.

and A+ ACCOUNTING SERVICES, INC. (Lisa Gainsborg) dated, August 25, 2014)


 


1 D. Scope of Work


 


Any and all accounting related duties as required by a public
corporation including but not limited to, preparation of quarterly financials, franchise tax returns, federal and state tax returns
for all entities, budget planning, financial reports, general advice regarding the structuring of corporate entities, implementation
of accounting systems and network, manufacturing related accounting such as purchase orders and invoices and plan of protocol regarding
billing for manufacturing facilities, year-end review and financial accounting in preparation for yearly audits, other duties as
deemed necessary and relevant to public accounting principles for corporations.


 


2. Performance TermsThis Contract shall expire
three months (3) from effective date. At that time your performance shall be reviewed and ZGSI shall retain your services further
or make an offer of employment to Lisa Gainsborg, individually.