ex_1015.htm


    
      

      

    

    EXHIBIT
      10.15

     

     

    CONSULTING
      AGREEMENT

     

     

    This
      Consulting Agreement (“Agreement”), is entered into as of October 3rd, 2006 (the
“Effective Date”) by and between PocketFinder LLC., and Michael Beydler
      (“Consultant”).

     

    WITNESSETH:

     

    WHEREAS,
      Company is a technology and telecommunications company that has designed and
      patented wireless communications products and systems combining advanced
      wireless technology to provide features of both mobile location services and
      cellular telephones; and

     

    WHEREAS,
      Company wishes to assure itself of the services of Consultant for the period
      and
      upon the terms and conditions provided in this Agreement; and

     

    WHEREAS,
      Consultant is willing to serve and to provide consulting to the Company on
      a
      project basis for said period and upon the terms and conditions provided in
      this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, the parties hereto agree as follows:

     

    l.           Period.

     

    a.           Term.  Subject
      to the terms and conditions of this Agreement, Company hereby agrees to use
      Consultant for the design and implementation of PocketFinder LLC.  The
      capacity as set forth herein, commencing on the Effective Date and continuing
      in
      full force and effect until such time as the execution of each Task is
      completed, but in no event longer than three (3) years from the Effective Date
      (the “Consultancy Term”).

     

    b.           Duties
      and Responsibilities.  During the Term, Consultant agrees to
      devote his working time and attention to the project and tasks faithfully and
      efficiently perform all reasonable responsibilities and duties to the best
      of
      his skill and abilities, in a competent and professional manner.

     

    c.           Services.  During
      the Term, Consultant further agrees not to engage in any business or perform
      any
      services that are competitive with the business of or services provided by
      Company or that may be deemed to constitute a conflict of
      interest.  Notwithstanding anything to the contrary contained in this
      Section 1(c), Consultant shall not be prohibited from (i) rendering services
      to
      relatives, charitable or community organizations; (ii) managing her personal
      investments in such manner as to not interfere with the performance of her
      duties hereunder; or (iii) owning no more than seventy-five percent (75%) of
      the
      equity securities of a corporation or other entity, so long as (A) such services
      or activities are not rendered to any business which is competitive with the
      business of Company, and (B) such services or activities do not in any way
      interfere with the performance of Consultant’s duties and responsibilities
      hereunder.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.           Compensation.  During
      the Term, Consultant shall be entitled to the company compensation package
      and
      benefits provided below.

     

    (a)           Stock
      Incentive Plan/Options for Performance.  Consultant shall
      participate in the Stock Incentive Plan of the Company based on Performance
      as
      follows:

     

    
      	
              NUMBER

            	
              VESTING

            
	
              100,000
                shares

            	
              Issued
                to Mike Beydler on completion of the web-site

            
	
              50,000
                shares

            	
              Released
                to Mike Beydler on Oct 3, 2007

            
	
              50,000
                shares

            	
              Released
                to Mike Beydler on Oct 3, 2008

            
	
              50,000
                shares

            	
              Released
                to Mike Beydler on Oct 3, 2009

            


    

     

    c.           Resignation.  Consultant
      may resign his current position with Company and thereby terminate his
      agreement, by giving thirty (30) days notice in writing.  Upon
      resignation, Consultant terminates any and all participation in the Stock
      Incentive Plan/Options for Performance as described in Section 2.b.

     

    d.           Termination
      of Consulting.  Company may Terminate Consulting at any time
      during the Agreement by giving consultant thirty (30) days notice in
      writing.  Upon Termination, Company is obligated to pay any and all
      outstanding invoices.

     

    3.           Confidential
      Information.

     

    a.           Company
      Information.  Consultant acknowledges that during the course of
      employment, Consultant will have access to information about Company and that
      Consultant’s employment with Company shall bring Consultant into close contact
      with proprietary information of Company.  In recognition of the
      foregoing, Consultant agrees at all times during and following Consultant’s
      employment with Company, to hold in confidence, and not to use, except for
      the
      benefit of Company, or to intentionally disclose to any person, firm,
      corporation or other entity without written authorization of Company, any
“Confidential Information” of Company which Consultant obtains or
      creates.  Consultant understands that “Confidential Information” means
      any Company proprietary information, technical data, trade secrets or know-how,
      including, but not limited to, research, product plans, products, services,
      suppliers, customer lists, prices and costs, markets, software, developments,
      inventions, laboratory notebooks, processes, formulas, technology, designs,
      drawing, engineering, hardware configuration information, marketing, licenses,
      finances, budgets or other business information disclosed to Consultant by
      Company in writing or by drawings of parts or equipment, or created by
      Consultant during the period of Consultant’s term during working
      hours.  Consultant understands that “Confidential Information”
includes information pertaining to any aspects of Company’s business which is
      either information not known by actual or potential competitors of Company
      or is
      proprietary information of Company or its customers or suppliers, whether of
      a
      technical nature or otherwise.  Consultant further understand that
      Confidential Information does not include any of the foregoing items which
      have
      become publicly known and made generally available through no wrongful act
      of
      Consultant.

     

    
      
        
        

      

      
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    b.           Third
      Party Information.  Consultant recognizes that Company has
      received and in the future will receive confidential or proprietary information
      from third parties subject to a duty on Company’s part to maintain the
      confidentiality of such information and to use such information only for certain
      limited purposes.  Consultant agrees to hold all such confidential or
      proprietary information in confidence and not to intentionally disclose it
      to
      any person, firm or corporation or to use it except as necessary in carrying
      out
      my work for Company consistent with Company’s agreement with such third
      party.

     

    4.           Inventions.

     

    a.           Inventions
      Retained and Licensed.  Consultant represents and warrants to
      Company that there are no inventions, original works of authorship,
      developments, improvements, or trade secrets which were made by Consultant
      prior
      to the commencement of his employment with the Company (collectively, “Prior
      Inventions)”), which belong solely to Consultant or belong to Consultant jointly
      with another, which relate in any way to any of Company’s proposed businesses,
      products or research and development, and which are not assigned to Company
      hereunder.  If, in the course of the Employment Period, Consultant
      incorporates into a Company product, process or machine a Prior Invention owned
      by Consultant or in which Consultant has an interest, Company is hereby granted
      and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide
      license (with the right to sublicense) to make, have made, copy, modify, make
      derivative works of, use, sell and otherwise distribute such Prior Invention
      as
      part of or in connection with such Company product, process or
      machine.

     

    b.           Assignment
      of Inventions.  Consultant agrees that Consultant will promptly
      make full written disclosure to Company, will hold in trust for the sole right
      and benefit of Company, and hereby assign to Company, or its designee, all
      my
      right, title and interest throughout the world in and to any and all inventions,
      original works of authorship, developments, concepts, know-how, improvements
      or
      trade secrets, whether or not patentable or registrable under copyright or
      similar laws, which Consultant may solely or jointly conceive or develop or
      reduce to practice, or cause to be conceived or developed or reduced to practice
      during the Employment Period that (i) relate at the time of conception or
      development to the actual or demonstrably proposed business or research and
      development activities of Company; (ii) result from or relate to any work
      performed for Company during normal business hours; and (iii) are developed
      through the use of Confidential Information (collectively,
“Inventions”).  Consultant further acknowledges that all Inventions,
      which are made by Consultant (solely or jointly with others) within the scope
      of
      and during the period of Consultant’s employment with Company, are “works made
      for hire” (to the greatest extent permitted by applicable law) and are
      compensated by the Base Salary, unless regulated otherwise by law.

     

    c.           Inventions
      on Consultant’s Own Time.  The provisions of Section 7(a and 7(b)
      above do not apply to any invention which qualifies fully under the provisions
      of California Labor Code §2870, which provides as follows:

     

    §
2870
      -
      Invention on Own time - Exemption from Agreement

     

    
      
        
        

      

      
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    (1).
      Any
      provision in an employment agreement which provides that an Consultant shall
      assign, or offer to assign, any of his or her rights in an invention to his
      or
      her employer shall not apply to an invention that the Consultant developed
      entirely on his or her own time without using the employer’s equipment,
      supplies, facilities, or trade secret information except for those inventions
      that either (i) relate at the time of conception or reduction to practice of
      the
      invention to the employer’s business, or actual or demonstrably anticipated
      research or development of the employer; or (ii) result from any work performed
      by the Consultant for the employer.

     

    (2).
      To
      the extent a provision in an employment agreement purports to require an
      Consultant to assign an invention otherwise excluded from being required to
      be
      assigned under subdivision (a) of Section 2870, the provision is against the
      public policy of this state and is unenforceable.

     

    d.           Patent
      and Copyright Rights.  Consultant agrees to assist Company, or its
      designee, at Company’s expense, in every reasonable way to secure Company’s
      rights in the Inventions and any copyrights, patents, trademarks, mask work
      rights, moral rights, or other intellectual property rights relating thereto
      in
      any and all countries, including the disclosure to Company of all pertinent
      information and data with respect thereto, the execution of all applications,
      specifications, oaths, assignments, recordations, and all other instruments
      which are necessary in order to apply for, obtain, maintain and transfer such
      rights and in order to assign and convey to Company, its successors, assigns
      and
      nominees the sole and exclusive rights, title and interest in and to such
      Inventions, and any copyrights, patents, mask work rights, or other intellectual
      property rights relating thereto.

     

    5.           Return
      of Company Documents.  Consultant agrees that, at the time of
      termination of consulting with Company for any reason, Consultant will deliver
      to Company (and will not keep in my possession, recreate or deliver to anyone
      else) any and all Confidential Information and all other documents, materials,
      information or property belonging to Company, its successors or
      assigns.  Consultant further agrees that any property situated on
      Company’s premises and owned by Company, including disks and other storage
      media, filing cabinets or other work areas, is subject to inspection by Company
      personnel at any time with or without notice.

     

    6.           Injunctive
      Relief.  Consultant expressly acknowledge that any breach or
      threatened breach of any of the terms and/or conditions set forth in Sections
      6
      and 7 of this Agreement will result in substantial, continuing and irreparable
      injury to Company.  Therefore, Consultant hereby agrees that, in
      addition to any other remedy that may be available to Company, Company shall
      be
      entitled to injunctive relief, specific performance or other equitable relief
      by
      a court of appropriate jurisdiction in the event of any breach of threatened
      breach of the terms of this Agreement.

     

    
      
        
        

      

      
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    7.           Miscellaneous.

     

    a.           Governing
      Law.  This Agreement is deemed to be entered into and performed in
      Orange County, California.  Except as otherwise explicitly noted, this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without giving effect to the conflict of law rules of
      California.  The parties hereby submit to the exclusive jurisdiction
      of the state of California in connection with any dispute arising from or
      related to this Agreement, and Los Angeles County shall be the sole venue
      therefore.

     

    b.           Modifications
      and Amendments.  This Agreement may be modified or amended only by
      a written instrument executed by the parties hereto and approved in writing
      by a
      duly authorized officer of Company, no modification or amendment shall be
      effective absent such approval.

     

    c.           Independence
      and Severability.  Each of the rights enumerated above shall be
      independent of the others and shall be in addition to and not in lieu of any
      other rights and remedies available to Company at law or in
      equity.  If any of the covenants contained herein or any part of any
      of them is hereafter construed or adjudicated to be invalid or unenforceable,
      the same shall not affect the remainder of the covenant or covenants or rights
      or remedies which shall be given full effect without regard to the invalid
      portions.  If any of the covenants contained herein are held to be
      invalid or unenforceable because of the duration of such provision or the area
      or scope covered thereby, Consultant agrees that the court or arbitrator making
      such determination shall have the power to reduce the duration, scope and/or
      area of such provision and in its reduced form said provision shall then be
      enforceable.

     

    d.           Notice.  For
      the purpose of this Agreement, notices and all other communications provided
      for
      in this Agreement shall be in writing and shall be deemed to have been duly
      given as of the date if delivered in person or by telecopy, on the next business
      day, if sent by a nationally recognized overnight courier service, and on the
      second business day if mailed by registered mail, return receipt requested,
      postage prepaid, and if addressed to the Company then at its principal place
      of
      business, or if addressed to Consultant, then his last known address on file
      with the Company.

     

    e.           Waiver.  The
      observation or performance of any condition or obligation imposed upon
      Consultant hereunder may be waived only upon the written consent of
      Company.  Such waiver shall be limited to the terms thereof and shall
      not constitute a waiver of any other condition or obligation of Consultant
      under
      this Agreement.

     

    f.           Assignment.  This
      Agreement is personal to Consultant and shall not be assigned by
      his.  Company may assign its rights hereunder to (a) any corporation
      or other legal entity resulting from any merger, consolidation or other
      reorganization to which Company is a party or (b) any corporation, partnership,
      association or other legal entity or person to which Company may transfer all
      or
      substantially all of the assets and business of Company existing at such
      time.  All of the terms and provisions of this Agreement shall be
      binding upon and shall inure to the benefit of and be enforceable by the parties
      hereto and their respective successors and permitted assigns.

     

    
      
        
        

      

      
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    g.           Headings.  The
      headings have been inserted for convenience only and are not to be considered
      when construing the provisions of this Agreement.

     

    h.           Counterparts.  This
      Agreement may be executed in one or more counterparts and transmitted by
      facsimile, a copy of which shall constitute an original and each of which,
      when
      taken together, shall constitute one and the same agreement.

     

    i.           Survival
      of Provisions.  Notwithstanding anything to the contrary in this
      Agreement, Sections 3. 4. 5. 6. and 7 of this Agreement shall survive the
      termination of this Agreement for the period of time so specified or implied
      in
      such Sections, respectively.

     

    j.           Arbitration.  Any
      controversy, dispute or claim of any nature whatsoever involving Company and
      Consultant or Consultant’s spouse or family, including without limitation any
      claims arising out of, in connection with, or in relation to this Agreement
      or
      Consultant’s employment with Company, any claims of unlawful discrimination,
      sexual harassment or wrongful termination, and any issues of arbitrability
      of
      any such disputes, will be resolved by final and binding arbitration before
      the
      American Arbitration Association in Los Angeles, California, in accordance
      with
      its employee arbitration rules.

     

    k.           Entire
      Agreement.  This Agreement constitutes the entire understanding
      between the parties hereto in respect of the employment of Consultant by
      Company, superseding all negotiations, prior discussions, prior written, implied
      and oral agreements, preliminary agreements and understandings with Company
      or
      any of its officers, employees or agents.

     

    IN
      WITNESS WHEREOF, this six (6) page Agreement is executed and agreed to as of
      the
      date first above written.

     

    CONSULTANT

    
      	 	 	 	 	 
	
              /s/
                Michael
                Beydler   

            	 	 	
               

            	 
	
              Michael
                Beydler

            	 	 	
               

            	 


    

     

    
      POCKETFINDER
        LLC

      
        	 	 	 	 	 
	
                /s/
                  Joseph
                  Scalisi  

              	 	 	
                 

              	 
	
                Joseph
                  Scalisi -
                  President

              


      

    

     

     

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