Exhibit
10.2
  GREEN
BUILDERS, INC.
  CONSULTING
AGREEMENT
  This
Consulting Agreement (“Agreement”)
is made and entered into as of the 13th day of May, 2008  by and
between Green Builders, Inc., a Texas corporation (the “Company”),
and Audrey Wilson (“Consultant”).  The
Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company and Consultant is willing to perform such
services, on terms set forth more fully below. In consideration of the mutual
promises contained herein, the parties agree as follows:
  1.           SERVICES AND
COMPENSATION
  (a)           Consultant
agrees to perform for the Company the services (“Services”)
described in Exhibit A, attached hereto.
  (b)           The
Company agrees to pay Consultant the compensation set forth in Exhibit A
for the performance of the Services.
  2.           CONFIDENTIALITY
  (a)           Definition.  “Confidential
Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, customers, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other
business information disclosed by the Company either directly or indirectly in
writing, orally or by drawings or inspection of parts or equipment.
  (b)           Non-Use
and Non-Disclosure.  Consultant will not, during or subsequent
to the term of this Agreement, use the Company’s Confidential Information for
any purpose whatsoever other than the performance of the Services on behalf of
the Company or disclose the Company’s Confidential Information to any third
party.  It is understood that said Confidential Information shall
remain the sole property of the Company. Consultant further agrees to take all
reasonable precautions to prevent any unauthorized disclosure of such
Confidential Information including, but not limited to, having each employee of
Consultant, if any, with access to any Confidential Information, execute a
nondisclosure agreement containing provisions in the Company’s favor identical
to Sections 2, 3 and 4 of this Agreement. Confidential Information does not
include information which is known to Consultant at the time of disclosure to
Consultant by the Company as evidenced by written records of Consultant, has
become publicly known and made generally available through no wrongful act of
Consultant, or has been rightfully received by Consultant from a third party who
is authorized to make such disclosure.
  (c)           Confidentiality
of Agreement.  Without the Company’s prior written approval,
Consultant will not directly or indirectly disclose to anyone the existence of
this Agreement or the fact that Consultant has this arrangement with the
Company.
  
  (d)           Former
Employer’s Confidential Information.  Consultant agrees that
Consultant will not, during the term of this Agreement, improperly use or
disclose any proprietary information or trade secrets of any former or current
employer or other person or entity with which Consultant has an agreement or
duty to keep in confidence information acquired by Consultant, if any, and that
Consultant will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to such employer, person or entity
unless consented to in writing by such employer, person or entity. Consultant
will indemnify the Company and hold it harmless from and against all claims,
liabilities, damages and expenses, including reasonable attorneys’ fees and
costs of suit, arising out of or in connection with any violation or claimed
violation pf a third party’s rights resulting in whole or in part from the
Company’s use of the work product of Consultant under this
Agreement.
  (e)           Third
Party Confidential Information.  Consultant recognizes that the
Company has received and in the future will receive from third parties,
including without limitation, Company clients and prospective clients, their
confidential or proprietary information subject to a duty on the Company’s part
to maintain the confidentiality of such information and to use it only for
certain limited purposes. Consultant agrees that Consultant owes the Company and
such third parties, during the term of this Agreement and thereafter, a duty to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use
it except as necessary in carrying out the Services for the
Company.
  (f)           Return of
Materials.  Upon the termination of this Agreement, or upon
Company’s earlier request, Consultant will deliver to the Company all of the
Company’s property or Confidential Information that Consultant may have in
Consultant’s possession or control.
  3.           OWNERSHIP
  (a)           Assignment.  Consultant
agrees that all copyrightable material, notes, records, drawings, designs,
inventions, improvements, developments, discoveries and trade secrets
(collectively, “Inventions”)
conceived, written, made or discovered by Consultant (solely or in collaboration
with others) during the period of this Agreement in performing the Services
hereunder, are the sole property of the Company. Consultant further agrees to
assign (or cause to be assigned) and does hereby assign fully to the Company all
Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto.  Consultant further acknowledges
that all Inventions which constitute original works of authorship (solely or
jointly with others) within the scope of and during the term hereof which
qualify for protection by copyright are “works made for hire” as that term is
defined in the United States Copyright Act.
  (b)           Further
Assurances.  Consultant agrees to assist Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s
rights in the Inventions and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns
and nominees the sole and exclusive right, title and interest in and to such
Inventions, and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto. Consultant further agrees that Consultant’s
obligation to execute or cause to be executed, when it is in Consultant’s power
to do so, any such instrument or papers shall continue after the termination of
this Agreement.
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  (c)           Pre-Existing
Materials.  Consultant agrees that if in the course of
performing the Services, Consultant incorporates into any Invention developed
hereunder any invention, improvement, development, concept, discovery or other
proprietary information owned by Consultant or in which Consultant has an
interest, (i) Consultant shall inform Company, in writing before
incorporating such invention, improvement, development, concept, discovery or
other proprietary information into any Invention; and (ii) the Company is
hereby granted and shall have a nonexclusive, royalty-free, perpetual,
irrevocable, worldwide license to make, have made, modify, use and sell such
item as part of or in connection with such Invention. Consultant shall not
incorporate any invention, improvement, development, concept, discovery or other
proprietary information owned by any third party into any Invention without
Company’s prior written permission.
  (d)           Attorney
in Fact. Consultant agrees that if the Company is unable because of
Consultant’s unavailability, dissolution, mental or physical incapacity, or for
any other reason, to secure Consultant’s signature to apply for or to pursue any
application for any United States or foreign patents or mask work or copyright
registrations covering the Inventions assigned to the Company above, then
Consultant hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Consultant’s agent and attorney in fact, to
act for and in Consultant’s behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyright and mask work registrations
thereon with the same legal force and effect as if executed by
Consultant.
  4.           CONFLICTING
OBLIGATIONS
  Consultant
certifies that Consultant has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would preclude
Consultant from complying with the provisions hereof, and further certifies that
Consultant will not enter into any such conflicting agreement during the term of
this Agreement.
  5.           NO INTERFERENCE WITH
COMPANY’S BUSINESS AND NO SOLICITATION OF COMPANY CLIENTS
  (a)           Non-Interference;
Non-Solicit.  Notwithstanding any other provision of this
Agreement, and to the fullest extent permitted by law, during the term of this
Agreement and for a period of one year after termination of this Agreement (the
“Restricted Period”), neither Consultant, her representatives, affiliates,
assigns or heirs, shall, directly or indirectly, solicit or interfere with the
customers, clients, employees or business relationships of the Company or the
Company's affiliates.  For the purpose of this provision, the term
"customers" or "clients" shall mean any person, entity or association that is or
has been solicited or served by the Company, its officers, directors, employees,
agents, representatives or affiliates during the Term of this Agreement.
Without in any manner limiting the scope of the foregoing provisions, if
Consultant, her representatives, assigns, heirs or affiliates, engages in any of
the following acts, she shall be construed to have violated this covenant and
this Agreement:
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  (i)
Induces or attempts to induce any customer or client or prospective customer or
client to withdraw, curtail, divert or cancel its business or any arrangements
with the Company or any of its affiliates;
 
 (ii) Induces or attempts to induce any
employee of the Company or any of its affiliates to terminate his or her
employment therewith;
 
 (iii) Induces or attempts to induce
any independent contractor, agent or representative providing services for or on
behalf of the Company or any of its affiliates to terminate his, her or its
business relationship therewith;
 
 (iv) Develops any material or right
(whether contractual, proprietary or otherwise) utilizing the Confidential
Information of the Company; or
 
 (v) Intentionally disrupts in any
manner whatsoever the Company's or any of its affiliates' existing business
relationships.
 
 (b)           Non-Competition.  Notwithstanding
any other provision of this Agreement, and to the fullest extent permitted by
law, during the Restricted Period, Consultant agrees that she will not be
employed by any person, corporation, firm, or other entity, in any position in
which the duties and responsibilities comprise residential land development and
homebuilding, in Texas or within 200 miles of any area in which the Company
engages in land development or homebuilding activities at the time of
termination of this Agreement.  Consultant acknowledges and agrees
that the Company’s agreement to impart to and to provide Consultant with access
to its confidential information is ancillary to and contingent upon Consultant’s
agreement to the restrictions contained in this Section 5(b). Consultant
acknowledges and agrees that the scope of each of the agreements and promises
contained in this Section 5(b) are reasonable as to time, area and scope of
activity restrained and are necessary to protect the Company’s legitimate
business interests.
  6.           TERM AND
TERMINATION
  (a)           Term.  This
Agreement will commence on the date first written above and will continue until
the earlier to occur of (i) the date that is twelve months from the effective
date of this agreement or (ii)  termination as provided
below.
  (b)           Termination.  The
Company may terminate this Agreement upon giving 30 days prior written notice
thereof to the Consultant. Any such notice shall be addressed to Consultant at
the address shown below or such other address as either party may notify the
other of and shall be deemed given upon delivery if personally delivered, or
forty-eight (48) hours after deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested. The Company may
terminate this Agreement immediately and without prior notice if
Consultant refuses to or is unable to perform the Services or is in breach of
any material provision of this Agreement.
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  (c)           Survival.  Upon
such termination all rights and duties of the parties toward each other shall
cease except:
  (i)                 that
the Company shall be obliged to pay, within thirty (30) days of the effective
date of termination, all amounts owing to Consultant for Services completed and
accepted by the Company prior to the termination date and related expenses, if
any, in accordance with the provisions of Section 1 (Services and Compensation)
hereof; and
  (ii)                 Sections
2 (Confidentiality), 3 (Ownership) and 7 (Independent Contractors) shall survive
termination of this Agreement.
  7.           ASSIGNMENT
  Neither
this Agreement nor any right hereunder or interest herein may be assigned or
transferred by Consultant without the express written consent of the
Company.
  8.           INDEPENDENT
CONTRACTOR
  It is the
express intention of the parties that Consultant is an independent contractor.
Nothing in this Agreement shall in any way be construed to constitute Consultant
as an agent, employee or representative of the Company, but Consultant shall
perform the Services hereunder as an independent contractor. Consultant agrees
to furnish (or reimburse the Company for) all tools and materials necessary to
accomplish this contract, and shall incur all expenses associated with
performance, except as expressly provided on Exhibit A of this Agreement.
Consultant acknowledges and agrees that Consultant is obligated to report as
income all compensation received by Consultant pursuant to this Agreement, and
Consultant agrees to and acknowledges the obligation to pay all self-employment
and other taxes thereon. Consultant further agrees to indemnify and hold
harmless the Company and its directors, officers, and employees from and against
all taxes, losses, damages, liabilities, costs and expenses, including
attorneys’ fees and other legal expenses, arising directly or indirectly from
(i) any negligent, reckless or intentionally wrongful act of Consultant or
Consultant’s assistants, employees or agents, (ii) a determination by a
court or agency that the Consultant is not an independent contractor, or
(iii) any breach by the Consultant or Consultant’s assistants, employees or
agents of any of the covenants contained in this Agreement.
  9.           BENEFITS
  Consultant
acknowledges and agrees and it is the intent of the parties hereto that
Consultant receive no Company-sponsored benefits from the Company either as a
Consultant or employee. Such benefits include, but are not limited to, paid
vacation, sick leave, medical insurance, and 401(k) participation. If Consultant
is reclassified by a state or federal agency or court as an employee, Consultant
will become a reclassified employee and will receive no benefits except those
mandated by state or federal law, even if by the terms of the Company’s benefit
plans in effect at the time of such reclassification Consultant would otherwise
be eligible for such benefits.
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  10.           ARBITRATION AND EQUITABLE
RELIEF
  (a)           Disputes.  Except
as provided in Section 9( d) below, the Company and Consultant agree that any
dispute or controversy arising out of, relating to or in connection with the
interpretation, validity, construction, performance, breach or termination of
this Agreement shall be settled by binding arbitration before an American
Arbitration Association arbitrator to be held in Travis County, Texas, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association as then in effect (the “Rules”).
The arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court of competent jurisdiction.
  (b)           Consent
to Personal Jurisdiction.  The arbitrator shall apply Texas law
to the merits of any dispute or claim, without reference to conflicts of law
rules. Consultant hereby consents to the personal jurisdiction of the state and
federal courts located in Texas for any action or proceeding arising from or
relating to this Agreement or relating to any arbitration in which the parties
are participants.
  (c)           Costs.  The
Company and Consultant shall each pay one-half of the costs and expenses of such
arbitration, and each shall separately pay its counsel fees and expenses unless
otherwise required by law.
  (d)           Equitable
Relief.  The parties may apply to any court of competent
jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breach of this arbitration
agreement and without abridgment of the powers of the arbitrator.
  11.           GOVERNING
LAW
  This
Agreement shall be governed by the internal substantive laws, but not the choice
of law rules, of the State of Texas.
  12.           ENTIRE
AGREEMENT
  This
Agreement is the entire agreement of the parties and supersedes any prior
agreements between them, whether written or oral, with respect to the subject
matter hereof. No waiver, alteration, or modification of any of the provisions
of this Agreement shall be binding unless in writing and signed by duly
authorized representatives of the parties hereto.
  13.           ATTORNEYS’
FEES
  In any
arbitration or court action at law or equity which is brought by one of the
parties to enforce or interpret the provisions of this Agreement, the prevailing
party will be entitled to reasonable attorneys’ fees, in addition to any other
relief to which that party may be entitled.
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  14.           SEVERABILITY
  The
invalidity or unenforceability of any provision of this Agreement, or any terms
thereof, shall not affect the validity of this Agreement as a whole, which shall
at all times remain in full force and effect.
  
 [Signature
Page Follows]
   
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  IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.
     Green
      Builders, Inc.
            
            Audrey
      WilsonBy:
            
            
            By:Print Name:
            
            
            
            Print
    Name:Title:
            
            
            
            Title:Address:
            
            
            Address:
     8
 
 EXHIBIT
A
  SERVICES
AND COMPENSATION
  1.
            Services.  Consultant
      will render to the Company the following
  Services:
  Consultant will devote at least twenty
five hours per week to assisting the Company with the following activities: i)
the establishment of business processes for homebuilding activities, including,
sales and marketing and other related activities, and (ii) developing our
advertising and marketing strategy for marketing and sale of land and
homes
  2.
            Compensation.
  (a)
            The
      Company shall pay Consultant $10,000 per
month.
  (b)
            The
      Company shall reimburse Consultant for all reasonable travel and living
      expenses incurred by Consultant in performing Services pursuant to this
      Agreement, provided Consultant receives written consent from an authorized
      agent of the Company prior to incurring such
  expenses.