WHEREAS, on the date hereof the Company and Nano Oro Ltd.entered into an asset purchase agreement (the "Asset Purchase Agreement");
WHEREAS, the Company desires to engage Consultant as an independent consultant to
provide the Services (as defined below) and Consultant desires to provide such Services to the
Company, pursuant to and in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: