ex10_12.htm


    
      

    

    
      
         

        Consulting
          Agreement

        


        This
          Consulting Agreement ("Agreement") is made and entered into as
          of  September 18, 2007, by Ignis Petroleum Group, Inc, a Nevada
          corporation (the "Company"), and Lifestyles Integration, Inc, a Texas
          corporation ("Consultant").

        


        Recitals

         

        
          	
                  A.

                	
                  The
                    Company is currently engaged in the business of exploration for
                    and
                    production of natural gas and oil.

                


        

         

        
          	
                  B.

                	
                  The
                    Company has recently experienced financial difficulties, has
                    found it
                    difficult to grow the company, and has lost key executives. The
                    President
                    and CEO (“CEO”) has determined it is in the best interest of the Company
                    to obtain interim executive leadership for the
                    Company.

                


        

         

        
          	
                  C.

                	
                  Consultant
                    has substantial expertise in executive leadership and consulting
                    with and
                    providing management advice to companies involved in the energy
                    industry
                    in connection with the formulation of business plans and strategies
                    enabling growth and analysis of business and operating
                    procedures.

                


        

         

        
          	
                  D.

                	
                  Consultant
                    has been providing consulting services to the Company since January
                    31,
                    2006 pursuant to a Consulting Agreement dated January 24, 2006
                    (the “Prior
                    Consulting Agreement”).  Although the Prior Consulting Agreement
                    expired April 30, 2006, the Consultant has continued to provide
                    consulting
                    services to the Company under the terms of the Prior Consulting
                    Agreement
                    on a month-to-month basis through the date
                    hereof.

                


        

         

        
          	
                  E.

                	
                  Consultant
                    and the Company have agreed on the terms and conditions pursuant
                    to which
                    Consultant will continue to be retained to provide consulting
                    services to
                    the CEO.  This agreement will document and govern the terms and
                    conditions of Consultant’s provision of Consulting Services from May 1,
                    2006 through December 31, 2007 as more fully set forth
                    below.

                


        

        


        NOW,
          THEREFORE, the parties agree as follows:

        


        
          	
                  1.

                	
                  Appointment
                    of Consultant

                


        

        


        Appointment;
          Reporting

        


        By
          this
          Agreement, the Company appoints Consultant, and Consultant accepts such
          appointment, to provide advice and consulting services to the Company’s CEO, in
          accordance with the terms and conditions of this Agreement.  It is
          expressly understood
          and agreed that Consultant is
          appointed by, and shall report to, the Company’s CEO.


        
          
            
            

          

          
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        Nature
          of Consulting Services

         

        Consultant
          is retained to perform the following consulting services (the
          "Services"):

         

        
          	
                   

                	
                  (a)

                	
                  To
                    review the Company’s current position, assist Company in selecting from
                    among the available strategic options for stabilization/growth,
                    and
                    recommend a path forward;

                


        

         

        
          	
                   

                	
                  (b)

                	
                  Support
                    the Company’s efforts to expand by analyzing and negotiating, under the
                    CEO’s direction, potential acquisitions using input data provided
                    by the
                    Company.  Provide Company with scenarios for the potential
                    future performance of the prospects under the range of conditions
                    defined
                    by the Company;

                


        

         

        
          	
                   

                	
                  (c)

                	
                  Generate
                    structural options for making and financing proposed acquisitions
                    based on
                    the Company’s stated objectives and resources.  Discuss options
                    with Company Senior management and document options
                    selected.  Participate in negotiating such documents, under the
                    CEO’s direction.

                


        

         

        
          	
                   

                	
                  (d)

                	
                  Support
                    the Company in the development of communications materials for
                    use by
                    Company Management in presenting to Funding Sources and sellers
                    of assets
                    of interest.

                


        

         

        
          	
                   

                	
                  (e)

                	
                  Provide
                    comments and advice to Company Senior Management on negotiating
                    positions
                    taken and written communications as requested by Company Senior
                    management
                    and negotiate on the company’s behalf, under the CEO’s
                    direction.

                


        

         

        The
          Company expressly acknowledges and agrees that Consultant is retained to
          analyze
          and provide advice and recommendations regarding the foregoing matters
          and
          execute tasks given by the CEO under the direction of the CEO, and that
          Consultant does not guarantee or warrant any specific results or outcome
          of any
          of the Services.

         

        It
          is
          expressly agreed that Consultant will provide services similar to those
          typically provided by an Executive Vice President and Chief Operating Officer
          (“COO”), however; the Company acknowledges and agrees:

         

        
          	
                   

                	
                  ·

                	
                  That
                    the Consultant’s role is to provide advice to the Company’s management
                    based on data provided and approved by the
                    Company.

                


        

         

        
          	
                   

                	
                  ·

                	
                  The
                    Company, its board of directors, and officers remain solely responsible
                    for all business decisions in accordance with the Company’s bylaws and
                    other applicable law.

                


        

         

        
          	
                   

                	
                  ·

                	
                  The
                    Consultant does not accept the legal duties owed by officers
                    and directors
                    to the Company’s shareholders, and the Company has not retained the
                    Consultant to discharge any such
                    duties.

                


        

         

        Services
          NOT Provided

         

        Consultant
          does NOT provide any of the following services and Company explicitly
          acknowledges that it has obtained or will obtain the services of others
          to
          advise Company in these areas;

         

        
          	
                   

                	
                  (a)

                	
                  Legal
                    services,

                


        

         

        
          	
                   

                	
                  (b)

                	
                  Valuation
                    services

                


        

         

        
          	
                   

                	
                  (c)

                	
                  Investment
                    banking services

                


        

         

        
          	
                   

                	
                  (d)

                	
                  Landman
                    services

                


        


        
          
            
            

          

          
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                  (e)

                	
                  Environmental
                    services

                


        

         

        
          	
                   

                	
                  (f)

                	
                  Geological/Geophysical
                    services

                


        

         

        
          	
                   

                	
                  (g)

                	
                  Engineering
                    services

                


        

         

        The
          above
          list is provided to illustrate services not provided and is not intended
          to be
          exhaustive.

         

        Reporting

         

        Therefore
          it is mutually agreed that there will be no formal progress reports made
          during
          the conduct of this engagement.  Consultant will maintain close
          working contact with the Company’s CEO and provide him with work product
          required by him to support the objectives of the Company in the form of
          spreadsheets, emails, presentation materials, or other forms as required
          to
          deliver the Services defined above.  

         

        Hours
          of Consulting; Personnel; Additional
          Consultants

         

        It
          is
          expressly agreed that Consultant will provide the services of its President
          (“President”) to perform the Services.  President will devote a
          minimum of three working days per week to performing the services excluding
          reasonable periods of vacation and public holidays defined by Consultants
          policies.

         

        Status
          of
          Consultant

         

        Consultant
          and the Company expressly agree that Consultant is an independent contractor,
          and all Services performed under this Agreement are performed by Consultant
          as
          an independent contractor.  Consultant shall control the time, manner,
          and place of performance of the Services.

         

        
          	
                  2.

                	
                  Term;
                    Termination or Suspension

                


        

         

        
          	
                   

                	
                  (a)

                	
                  Except
                    as provided below, this Agreement, and the Services to be performed
                    under
                    it, commenced on May 1, 2006, and shall continue thereafter until
                    terminated by either party as described below.


                


        

         

        
          	
                   

                	
                  (b)

                	
                  The
                    Company may terminate this Agreement at any time, but the Company
                    shall
                    continue to pay the Consultant for the Services through December
                    1, 2007
                    unless the termination is for cause.  The term “cause” shall
                    mean:

                


        

         

        
          	
                   

                	
                  (i)

                	
                  Consultant
                    willful failure, neglect, refusal, or nonperformance, at any
                    time, of
                    Consultant's duties or obligations set forth in this Agreement
                    or in
                    Consultant’s Retention Bonus Agreement with the Company dated June 1, 2007
                    (the “Retention Bonus Agreement”), or a willful breach by Consultant of
                    this Agreement or the Retention Bonus
                    Agreement;

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  Consultant
                    conviction or no contest or guilty plea to or indictment for
                    (or its
                    procedural equivalent) a felony or crime involving moral turpitude,
                    or
                    Consultant or Consultant’s Employee’s guilty plea or no contest plea to a
                    lesser included offense or crime in exchange for withdrawal of
                    a felony
                    indictment, felony charge by information, or a charged crime
                    involving
                    moral turpitude, whether the charge arises under federal, state
                    or local
                    law;

                


        

         

        
          
            
            

          

          
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                  (iii)

                	
                  Consultant’s
                    Employee’s death or disability rendering
                    Consultant’s employee incapable of performing duties or obligations set
                    forth in this Agreement or in the Retention Bonus Agreement for
                    longer
                    than 4 weeks;

                


        

         

        
          	
                   

                	
                  (iv)

                	
                  Consultant
                    appropriation (or attempted appropriation) of a material business
                    opportunity of the Company or any of its affiliates, including,
                    without
                    limitation, attempting to secure or securing, any personal profit
                    in
                    connection with any transaction entered into on behalf of the
                    Company or
                    any of its affiliates;

                


        

         

        
          	
                   

                	
                  (v)

                	
                  Consultant
                    commission of an act of fraud, illegality, theft or willful misconduct
                    toward the Company or any of its affiliates in the course of
                    employment
                    with the Company that relates to the Company's or any of its
                    affiliates'
                    assets, activities, operations or other
                    employees;

                


        

         

        
          	
                   

                	
                  (vi)

                	
                  Consultant’s
                    repeated intoxication with alcohol or drugs while on the Company's
                    premises during regular business hours;
                    or

                


        

         

        
          	
                   

                	
                  (vii)

                	
                  Consultant’s
                    gross incompetence that has a material adverse impact on the
                    Company's
                    finances or operations or a pattern of gross incompetence of
                    Consultant’s
                    Employee’s, in each case as determined in good faith by the Board of
                    Managers of the Company;

                


        

         

        
          	
                   

                	
                  (c)

                	
                  After
                    December 1, 2007, the Company may terminate this Agreement upon
                    giving 30
                    days' prior written notice thereof to
                    Consultant.

                


        

         

        
          	
                   

                	
                  (d)

                	
                  After
                    December 1, 2007, and upon termination or cancellation of this
                    Agreement,
                    the Company shall have no liability to Consultant under this
                    Agreement
                    except for charges for Services performed by Consultant and accepted
                    by
                    the Company prior to receipt of notice of termination or cancellation
                    and
                    the 30 day notice period provided for in Paragraph 2(c).  The
                    terms and conditions in this Agreement that by their sense and
                    context are
                    intended to survive the performance hereof by either or both
                    parties
                    hereunder shall so survive the termination, cancellation, or
                    completion of
                    performance of this Agreement.

                


        

         

        
          	
                   

                	
                  (e)

                	
                  The
                    Consultant may terminate this Agreement upon giving 30 days'
                    prior written
                    notice thereof to Company or for good reason.  The term “good
                    reason” shall mean the Company’s breach of this Agreement or the Retention
                    Bonus Agreement and the continuing breach by the Company after
                    receiving
                    written notice by the Consultant giving the Company at least
                    15 days to
                    cure such breach.  If this Agreement is terminated for good
                    reason by Consultant prior to December 1, 2007, Company shall
                    continue to
                    pay the Consultant for the Services through December 1,
                    2007.

                


        

         

        
          	
                   

                	
                  (f)

                	
                  Upon
                    termination or cancellation of this Agreement, the Consultant
                    shall have
                    no liability to Company under this agreement.  The terms and
                    conditions in this Agreement that by their sense and context
                    are intended
                    to survive the performance hereof by either or both parties hereunder
                    shall so survive the termination, cancellation, or completion
                    of
                    performance of this Agreement.

                


        


        
          
            
            

          

          
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                  (g)

                	
                  Upon
                    completion of Consultant's services hereunder or at such other
                    time as may
                    be requested by Company, Consultant shall return to Company all
                    documents,
                    records, notebooks, including copies thereof, whether prepared
                    by
                    Consultant or others, in Consultant's
                    possession.

                


        

         

        
          	
                  3.

                	
                  Compensation;
                    Expenses

                


        

         

        Consulting
          Fees

         

        
          	
                   

                	
                  (a)

                	
                  Consultant
                    acknowledges that he was previously paid, as compensation for
                    the
                    performance of the Services during the period from May 1, 2006
                    through May
                    31, 2007, the following amounts:

                


        

         

        
          	
                   

                	
                  (i)

                	
                  The
                    sum of $10,000 per month; and

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  The
                    sum of 30,000 shares of the Company’s restricted Common Stock per
                    month.

                


        

         

        
          	
                   

                	
                  (b)

                	
                  As
                    compensation for the performance of the Services beginning June
                    1, 2007
                    and continuing thereafter during the term of this Agreement,
                    Consultant
                    shall be paid the following amounts (with the Consultant acknowledging
                    that he has previously been paid such amounts for services provided
                    through August 31 2007):

                


        

         

        
          	
                   

                	
                  (i)

                	
                  The
                    sum of $12,500 per month (“Monthly Compensation”), paid in advance to
                    Consultant for each month during the term of this Agreement,
                    as
                    compensation for the Services performed while working three days
                    per week;
                    and

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  The
                    sum of $2,083 per day (twice the daily rate implied by the Monthly
                    Compensation assuming 12 standard work days each month), payable
                    on
                    receipt of an invoice from Consultant, as compensation for the
                    Services
                    performed for each day worked beyond three days in any given
                    week;
                    and

                


        

         

        
          	
                   

                	
                  (iii)

                	
                  30,000
                    shares of the Company’s restricted Common Stock per month, granted in
                    advance to Consultant for each month during the term of this
                    Agreement, as
                    compensation for the Services
                    performed.

                


        

         

        The
          compensation described in this Section 3.1 excludes any amounts payable
          to
          Consultant under the Retention Bonus Agreement.

         

        
          
            
            

          

          
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        Reimbursement
          of Expenses

         

        The
          Company shall reimburse Consultant for all reasonable and necessary business
          and
          travel expenses actually incurred by Consultant in performing the services,
          subject to receipt of a written request for reimbursement.  Expenses
          include but are not limited to travel, lodging, meals, copying, printing,
          telecommunications, and IT costs.  Company may request appropriate
          supporting documentation which Consultant will provide, at Company’s expense,
          within 7 business days per month of documentation
          requested.  Consultant may request prepayment of expected expenses
          reimbursement not more frequently than once every two (2) weeks during
          the term
          of this Agreement, and the Company shall pay Consultant within 5 business
          days
          following receipt of such request.  Consultant shall adjust each
          request for prepayment of expected expenses by the difference between the
          previous periods expected expenses and the expenses actually
          incurred.  Consultant’s final invoice will, when paid, result in total
          expense reimbursements from Company equaling actual expenses
          incurred.

         

        Withholding;
          Benefits

         

        All
          fees
          payable to Consultant under this Agreement shall be made in full, and without
          any withholding, deduction, or offset of any state or federal withholding
          taxes,
          FICA, SDI, or income taxes, nor shall the Company be obligated to pay any
          of
          Consultant's employees' taxes.  Consultant hereby covenants and agrees
          that it shall be solely responsible for all taxes, withholding, FICA, SDI,
          and
          other similar items (both employee and employer portions) with respect
          to all
          fees paid by the Company under this Agreement, and agrees to indemnify
          and hold
          the Company harmless with respect to such taxes and
          withholding.  Neither Consultant nor Principal shall be eligible for,
          shall participate in, or shall be entitled to compensation in lieu of any
          insurance, benefit, retirement, or other plan or program provided by the
          Company
          to its employees.

         

        
          	
                  4.

                	
                  Confidentiality

                


        

         

        Definitions

         

        As
          used
          in this Agreement, the following words, terms, and phrases shall have the
          meanings set forth below:

         

        
          	
                   

                	
                  (a)

                	
                  "Confidential
                    Information" shall mean and include any and all Information (as
                    defined in
                    this Agreement) of the following types: (i) business or financial
                    information, financial statements, projections, business plans,
                    or
                    strategic or marketing plans, market studies, or analyses; (ii)
                    cost and
                    expense information, pricing and discount information, gross
                    or net profit
                    margins, or analyses; (iii) technical data, specifications, computer
                    software (including both source code and object code or "executable"
                    software), databases, and database designs; (iv) processes, transactions,
                    and transaction procedures; (v) production data, shop drawings,
                    engineering studies or reports, feasibility studies or manufacturing
                    studies, parts lists, product specifications, identity of suppliers
                    or
                    terms of supply agreements or arrangements, production procedures,
                    trade
                    secrets, or secret or proprietary processes and formulae; (vi)
                    marketing
                    and customer data (including, but not limited to, identity or
                    demographic
                    analyses of customers), focus group reports, "shopping" reports,
                    and
                    marketing or advertising studies; (vii) terms, conditions, provisions,
                    or
                    obligations of any contracts or agreements to which the Company
                    is a party
                    or to which any of its assets are subject, or the identity of
                    any Person
                    who is a party to any contract or agreement with the Company;
                    (viii)
                    procedural or operational manuals, employee manuals, training
                    manuals, or
                    programs; (ix) site selections or review reports, site selection
                    criteria,
                    demographic analyses of or regarding any locations of retail
                    outlets of
                    the Company, the terms of any lease for any such retail outlet,
                    or any
                    summary thereof; (x) the identity of any employee of the Company,
                    and the
                    compensation, benefits, or terms of employment of any such employee;
                    and
                    (xi) such other information of or regarding the Company that
                    the Company
                    actually maintains as confidential or proprietary; provided,
                    however, that
                    such information shall be deemed confidential only to the extent
                    that it
                    (a) has not been previously disclosed to the public, or (b) is
                    not
                    ascertainable from public or published information or trade sources,
                    or
                    (c) is not subsequently publicly disclosed (other than by a violation
                    of
                    this Agreement).  Any Information that is marked or otherwise
                    identified as "Confidential Information" at the time of Disclosure
                    shall
                    be presumed to be Confidential Information for the purposes of
                    this
                    Agreement.

                


        


        
          
            
            

          

          
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                  (b)

                	
                  "Information"
                    shall mean and include any data or information Disclosed  (as
                    defined in this Agreement) in the form of (i) any written information,
                    reports, documents, books, notebooks, memoranda, charts, or graphs;
                    (ii)
                    computer tapes, disks, CD-ROM, files, or other mechanical or
                    electronic
                    media; (iii) oral statements, representations, or presentations;
                    (iv)
                    audio, visual, or audio-visual materials or presentations, including
                    audiotapes, videocassettes, laser discs, or CDs; and (v) any
                    other
                    documentary, written, magnetic, or other permanent or semi-permanent
                    form.

                


        

         

        
          	
                   

                	
                  (c)

                	
                  "Disclose"
                    or "Disclosure" shall mean and include any delivery, transmittal,
                    presentation, or representation of Information, by any Person
                    to any other
                    Person.

                


        

         

        
          	
                   

                	
                  (d)

                	
                  "Person"
                    shall mean and include any individual or natural person, corporation,
                    trust, proprietorship, partnership, limited partnership, joint
                    venture,
                    limited liability company, limited liability partnership, or
                    any other
                    entity.

                


        

         

        Agreement
          to Provide Information

         

        In
          connection with the performance of the Services by Consultant, the Company
          agrees to promptly and fully Disclose to Consultant any Information of
          or
          regarding the Company, its business, or operations, including Confidential
          Information, as Consultant may reasonably request.

         

        Agreement
          to Maintain Confidentiality

         

        Consultant
          agrees to retain and maintain in strict
          confidence, and to require its representatives, agents, employees, officers,
          directors, shareholders, partners, principals, successors, assignees, members,
          affiliates, consultants, or professional representatives and advisors to
          retain
          in confidence any and all Confidential Information of the
          Company.  Consultant agrees that, without the prior express written
          consent of the Company, Consultant shall not,:  (i) Disclose any such
          Confidential Information to any other Person; (ii) use any such Confidential
          Information for the benefit of any Person other than the Company; or (iii)
          permit any Confidential Information to be Disclosed to or used by any Person
          other than the Company.

         

        Continuation
          of Covenant; Obligations on
          Termination

         

        Consultant
          expressly agrees and acknowledges that the obligation of Consultant pursuant
          to
          Section 4.3 of this Agreement shall continue, notwithstanding the expiration
          of
          this Agreement, the completion of the Services, and/or any termination
          of this
          Agreement by either Consultant or the Company, so long as Consultant, has
          any
          knowledge, possession, or control of, or access to, any Confidential Information
          of the Company.  Upon the completion of the Services, or any other
          termination or expiration of this Agreement, for any reason, Consultant
          shall,
          if required to do so by the Company, promptly return to the Company (without
          retaining copies, in any medium) any and all Confidential Information of
          the
          Company in the possession or control of Consultant.


        
          
            
            

          

          
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                  5.

                	
                  Indemnification.

                


        

         

        General
          Agreement for Indemnification.

         

        The
          Company hereby agrees to indemnify, defend and hold Consultant harmless
          from and
          against all claims, liabilities, losses, damages and expenses as they are
          incurred, including legal fees and disbursements of counsel and the costs
          of
          Consultant’s professional time, relating to or arising out of any transaction or
          matter which is related to the subject matter of this Agreement, including
          any
          legal proceeding in which Consultant may be required or agree to participate
          but
          in which it is not a party.  THIS INDEMNITY SHALL APPLY TO
          MATTERS THAT ARISE OUT OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER GUILT
          OR
          RESPONSIBILITY BY SUCH CONSULTANT OR CONSULTANT’S EMPLOYEE; PROVIDED, HOWEVER,
          THAT THIS INDEMNITY SHALL NOT APPLY TO MATTERS ARISING OUT OF THE GROSS
          NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THIS AGREEMENT BY SUCH CONSULTANT
          OR CONSULTANT’S EMPLOYEE.

         

        Consultant
          agrees to notify the Company of the commencement of any action for which
          indemnification is sought hereunder, but the failure so to notify the Company
          will not relieve the Company from liability hereunder unless and to the
          extent
          such failure prejudices the Company or results in the forfeiture by the
          Company
          of any rights and/or defenses.  The Company shall, upon notice to
          Consultant, be entitled to assume the defense of any action for which
          indemnification is sought hereunder with counsel of the Company’s own choice at
          the Company’s expense (in which case the Company shall not thereafter be
          responsible for the fees and expenses of any separate counsel retained
          by
          Consultant except as set forth below), provided, however, that such counsel
          shall be satisfactory to Consultant.  The Company shall continue to be
          responsible for any reasonable costs incurred by Consultant for investigation
          requested by the Company or for providing evidence as a witness in such
          proceeding.  Notwithstanding the Company’s election to assume the
          defense of such action, Consultant shall have the right to employ separate
          counsel and to participate in the defense of such action, and the Company
          shall
          bear the reasonable fees, costs and expenses of such separate counsel if
          (i) the
          use of counsel chosen by the Company to represent Consultant would present
          such
          counsel with a conflict of interest, or such counsel fails to make a
          determination that it has no conflict of interest with respect to its
          representation of Consultant; (ii) the actual or potential defendants in,
          or
          targets of, any such action include both the Company and Consultant, and
          Consultant shall have reasonably concluded that there may be legal defenses
          available to Consultant which are different from or additional to those
          available to the Company (in which case the Company shall not have the
          right to
          assume the defense of such action on Consultant’s behalf); (iii) the Company
          shall not have employed counsel satisfactory to Consultant to represent
          Consultant within a reasonable time after notice of the institution of
          such
          action; or (iv) the Company shall authorize Consultant to employ separate
          counsel at the Company’s expense.  The Company shall not settle any
          proceeding without the consent of Consultant, unless such settlement includes
          a
          provision releasing Consultant from all liability in respect to the claims
          against Consultant.


        
          
            
            

          

          
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        Survival
          and Succession.

         

        The
          Company’s obligation to indemnify Consultant as provided in paragraph 5.1 shall
          survive the termination of this Agreement.  Further, this Agreement,
          in its entirety, shall inure to the benefit of and be binding on the successors
          and assigns of the Company and Consultant, and the indemnity agreement
          set forth
          in Paragraph 5.1 hereof shall extend to and inure to the benefit of any
          affiliates, stockholders and employees of Consultant and any successors,
          assigns, heirs and personal representatives of any such person or
          entity.

         

        Notices

         

        Any
          notices to be given under this Agreement shall be in writing, sent by registered
          or certified mail, postage prepaid, return receipt requested,, addressed
          to such
          party as follows:

         

        
          	
                   

                	
                  (a)

                	
                  Notices
                    to the Company:

                


        

         

         

        Ignis
          Petroleum Group, Inc

         

        One
          Legacy Town Center

         

        7160
          Dallas Parkway, Suite 380

         

        Plano,
          Texas 75024

         

         

        Attn.:
          Michael Piazza, President and CEO

         

         

        
          	
                   

                	
                  (b)

                	
                  Notices
                    to Consultant:

                


        

         

         

        Lifestyles
          Integration, Inc.

         

        4208
          Bamford Dr.

         

        Austin,
          Texas 78731

         

         

        Attn.:
          Eric Hanlon

         

         

        Notices
          sent in accordance with this Section shall be deemed effective on the date
          of
          dispatch.  Any changes in the information set forth in this Section
          shall be upon notice to the other party delivered in the manner set forth
          above.

         

        Entire
          Agreement

         

        This
          Agreement, as supplemented by the Retention Bonus Agreement, constitutes
          the
          entire understanding between the parties, and supersedes all prior agreements
          and negotiations, whether oral or written. There are no other agreements
          between
          the parties, except as set forth in this Agreement and the Retention Bonus
          Agreement.  No supplement, modification, waiver, or termination of
          this Agreement shall be binding unless in writing and executed by all parties
          to
          this Agreement.


        
          
            
            

          

          
            Page
              9 of
              11

            
              

            

          

          
            
            

          

        

         

        Assignment;
          Binding
          Effect

         

        Neither
          this Agreement nor any rights, benefits, or obligations under it may be
          assigned
          by any party to this Agreement without the prior express written consent
          of the
          other party.  Subject to the foregoing, this Agreement shall inure to
          the benefit of and be binding upon all of the parties to this Agreement
          and
          their respective executors, administrators, successors, and permitted
          assigns.

         

        Severability

         

        In
          the
          event any of the provisions of this Agreement are found by a court of competent
          jurisdiction to be invalid, illegal, or unenforceable, the validity, legality,
          and enforceability of the remaining provisions shall not be
          affected.

         

        Construction

         

        The
          headings of the Sections contained in this Agreement are for reference
          purposes
          only, and shall not affect the meaning or interpretation of this
          Agreement.  The parties have been advised by counsel in connection
          with this Agreement.  This Agreement shall be construed and
          interpreted in accordance with the
          plain meaning
          of its language, and not for or against either party, and as a whole, giving
          effect to all of the terms, conditions, and provisions of this
          Agreement.

         

        Governing
          Law

         

        This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of Texas.

         

        Counterparts

         

        This
          Agreement may be executed in two or more counterparts, which shall together
          constitute one and the same agreement.

         

        Attorney
          Fees

         

        In
          the
          event that any party to this Agreement shall commence any suit or action
to interpret
          or enforce this Agreement, the
          prevailing party in such action shall recover that party's costs and expenses
          incurred in connection with the suit or action, including attorney fees
          and
          costs of appeal, if any.

         

        Limitation
          of Liability

         

        The
          Company further agrees that if Consultant should be liable for loss or
          damage of
          any kind, including any claim of loss or damage arising out of the failure
          of
          Consultant to discharge Consultant’s duties under this Agreement, other than
          that arising out of the willful misconduct or gross negligence by Consultant
          or
          Consultant’s employee, Consultant’s liability will be limited to a sum equal to
          $20,000.00 and that the provisions of this paragraph will apply if loss
          or
          damage, irrespective of cause or origin, results directly or indirectly,
          to
          persons or property from the performance of obligations imposed by this
          Agreement, or from negligence, active or otherwise, of Consultant, its
          agents
          and employees. The Company must provide Consultant written notice of any
          claim
          of loss or damage, irrespective of cause or origin, including any claim
          of loss
          or damage arising out of the failure of Consultant to discharge Consultant’s
          duties under this Agreement, within Four weeks of the act or omission of
          Consultant that the Company contends was the cause of any such loss or
          damage.  Any such claim for loss or damage on the part of the Company
          against Consultant for which timely written notice is not provided as required
          by this paragraph is expressly waived by the Company.


        
          
            
            

          

          
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        IN
          WITNESS WHEREOF, the parties have executed this
          Agreement as of the date first written above.

         

         

        COMPANY

         

        By:
          Michael P. Piazza

         

        /s/
          Michael P. Piazza

         

        Its:
          President and CEO

         

         

        CONSULTANT

         

        /s/
          Eric
          B. Hanlon

         

        Eric
          B.
          Hanlon


    

     

     

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