ex_1010.htm


    
      

      

    

    EXHIBIT
      10.10

     

     

    CONSULTING
      AGREEMENT

     

     

    This
      Agreement is made this 16th day of July 2007; by and between POCKETFINDER,
      LLC,
      a California limited liability company (“the Company”), and NORTHSTAR
      INVESTMENTS, INC., a California corporation (“the Company”).

     

    Term.  This
      Agreement shall be deemed to have commenced on July 16, 2007, and shall continue
      in effect for three years.

     

    Consulting
      Services.  Consultant shall consult with the Board of Directors of
      the Company at reasonable times, concerning matters pertaining to the overall
      business and financial operation of the Company and may assist and advise on
      financing, mergers, capital structure investor relations.

     

    Compensation.  In
      consideration of the services to be proved for the Company by the Consultant,
      the Company agrees to compensate Consultant as follows:

     

    (A)           2%
      of the Company’s first Ten Million Dollars of sales and I % of the second Ten
      Million Dollars of sales to be paid by cashier’s check or wire transfer each
      within 30 days after each Five Million Dollar increment of sales is
      booked.

     

    (B)           Assuming
      a change to corporate form for the Company, Grant of options or warrants to
      purchase 500,000 common shares at $1.0(? per share, expiring five years after
      date of grant, and options or warrants to purchase 250,000 common shares at
      $2.00 per unit, expiring five years after date of grant. Both sets of options
      or
      warrants shall be “cashless” and have demand registration rights. A full option
      or warrant agreement shall be provided to Consultant within 30 days. If there
      is
      no conversion to corporate form within 12 months, such options shall be for
      10
      of the Company’s A units at $50,000 per unit and 5 A units at
      $100,000.

     

    (C)           Reasonable
      expense reimbursement, as determined by the Company.

     

    Miscellaneous.  This
      Agreement shall be binding upon all parties and their respective estates, heirs,
      successors and permitted assigns. This Agreement may be changed only by the
      written consent of all pales. TO Agreement may not be assigned by either party
      without the written consent of the other. This Agreement is the entire agreement
      between the parties. Each person signing this Agreement warrants his
      authorization to sign. Should any legal proceeding be necessary to construe
      or
      enforce the provisions of this Agreement, then the prevailing party in such
      legal action shall be entitled to recover all court costs, reasonable attorney
      fees and costs of enforcing or collecting any judgment awarded. The judgment
      by
      any court of law that a particular
      section of this Agreement is illegal shall not effect the validity of the
      remaining provisions.

     

     

    
      	POCKETFINDER,
              LLC 	 	 	NORTHSTAR
              INVESTMENTS, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:
                /s/ David
                Morse

            	 	 	
              By:
                /s/ Glenn A.
                Busch

            	 
	
              David
                Morse, PhD
                CEO 

            	 	 	
              Glenn
                A. Busch,
                President

            	 


    

     

    
      	 	 	 	 	 
	
              By:
                /s/  Desiree Mejia

            	 	 	
               

            	 
	
              Desiree
                Mejia,
                Secretary

            	 	 	
               

            	 


    

     

     

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