Preview | Consulting Agreement |

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the Agreement) is made and entered into as of October 1, 2004 (the Effective Date), by and between Endavo, Inc., a Delaware corporation (the Company), and Mark S. Hewitt (Consultant or Hewitt).

RECITALS

A. The Company desires to avail itself of the experience, advice, and assistance of Consultant.

B. Consultant is willing to make available to the Company Consultants experience, advice, and assistance.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Consultant agree as follows:

1. Services.

(a) During the Term (as defined below), Consultant agrees to cause Consultant to serve as the Chief Technical Officer of the Company and to undertake such duties and responsibilities that are customary for the principal technical officer of other similar companies in the Company's line of business, subject at all times to the direction and control of the Board of Directors. In addition, until such time as the Company retains the services of a Chief Operating Officer, Consultant shall also provide certain duties and responsibilities typically undertaken by the principal operating officer of a similar company, including the direct management of the Companys daily operations and operating personnel.

(b) Consultant shall cause Hewitt to provide the services to be performed by him hereunder (the Services) from time to time at mutually agreeable times and places. Consultant and Hewitt shall be free to provide services to other companies during the term of this engagement, provided that such services do not conflict with or impair Consultants ability to provide the Services to the Company

(c) The Company shall cause Hewitt to remain elected to the Companys Board of Directors (the "Board") and shall serve on the Board until his successor is duly elected and qualified or until his earlier resignation.

2. Term of Agreement; Termination.

(a) The Company agrees to retain Consultant on the terms and conditions of this Agreement for a period commencing as of October 1, 2004 and continuing until December 31, 2004 or such shorter period as may be provided for herein (the Initial Term). The Initial Term of this Agreement may be renewed for such additional period or periods as the parties may mutually agree (each, a Renewal Terms). The Initial Term, the First Renewal Term and, if this Agreement is renewed, Renewal Terms are referred to as the Term.

(b) Consultant may terminate this Agreement at any time, for any reason or no reason, upon 10 days prior written notice to the Company. Upon the expiration or termination of this Agreement for any reason: (i) each party will be released from all obligations to the other arising after the date of expiration or termination, except that the obligations under Sections 3 (with respect to any payments due to Consultant up to and including the termination date), 4, 5 and 10 will continue after such expiration or termination, and neither party will be relieved from any liability for breach of this Agreement; and (ii) the election by Consultant to terminate this Agreement in accordance with its terms will not be deemed an election of remedies, and all other remedies provided by this Agreement or available at law or in equity will survive any termination.

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