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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: Big Apple Consulting USA, Inc | Nasus Consulting, Inc You are currently viewing:
This Consulting Services Agreement involves

Big Apple Consulting USA, Inc | Nasus Consulting, Inc

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Title: CONSULTING AGREEMENT
Date: 10/8/2009

CONSULTING AGREEMENT, Parties: big apple consulting usa  inc , nasus consulting  inc
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                        CONSULTING AGREEMENT

       THIS CONSULTING AGREEMENT (this "Agreement") is entered into
and is effective as of, October 5, 2009 (the "Effective Date") by
and between NASUS CONSULTING, INC. (Symbol: NSUS), a company
incorporated under the laws of Nevada, with a principal place of
business at 258 Southhall Lane, Suite 420, Maitland, Florida 32751
("Company") and Big Apple Consulting USA, Inc., a Delaware
Corporation, with principal offices at 2101 West State road 434,
Suite 100, Longwood, Florida 32779 ("Consultant").

                        R E C I T A L S:

      A.    Consultant maintains an extensive database of brokers
representing investors interested in owning stock in companies such
as the Company and employs a stock profiler team which regularly
communicates with such brokers.

      B.    Company wishes to improve its visibility in the retail
and institutional brokerage community.

                              T E R M S:

      NOW THEREFORE, in consideration of the mutual premises and
covenants contained herein, and other good and valuable consideration,
the receipt, sufficiency and adequacy of which is hereby acknowledged,
the parties agree as follows:

1.00  Services to be Performed by Consultant

      1.01  Consultant shall use its database of securities
brokerage firms and their respective registered representatives
("Brokers"), containing over 25,000 active Brokers throughout the
United States, and shall direct a profiler team  to contact Brokers,
appropriately qualified according to the Company's criteria,
regarding the Company.   Consultant's profilers will continue to
"cold call" Brokers on a regular basis, which will continually add
new Brokers' to the database.
     
      1.02        Using materials at all times pre-approved by the
Company, consultant shall diligently market and promote Company
to Brokers and advisors, counselors, trustees, agents and other
entities whom Consultant is legally permitted to contact  and
shall introduce Company and its principals to Consultant's current
and future network of brokerage firms and market makers. 
Consultant shall promote Company on a daily basis through all of
their profilers and will train new profilers, as retained, to
promote the Company.  Company understands and agrees that
Consultant's database constitutes proprietary information
owned by Consultant, however, if requested, on a bi-weekly basis
Consultant will provide Company with a total of all calls
made by Consultant's profilers.

      1.03  Consultant shall provide investor lead management
and other services ("Services") that are identified and set forth
on Exhibit A attached hereto. Consultant will handle Broker inquiries
in a professional manner and will maintain a high call volume to
outside financial institutions on behalf of the Company. 
In all cases, Consultant will provide periodic activity reports
to the Company.


      1.04  Consultant shall organize, initiate, manage and facilitate
Broker conference telephone calls and other presentations mutually agreeable
to Company and Consultant.  Expenses for Broker conference calls and other
presentations are to be paid by the Consultant, and must be pre-approved
by the Company.

      1.05  Consultant shall review and monitor Company's stockholder
base and all transfer agent and DTC reports, and shall analyze, present to,
and discuss with Company the results and implications of such reports. 
Company agrees to provide Consultant with all DTC reports on a weekly basis
and a NOBO lists on a reasonable basis as required to support properly,
Consultant's efforts.

      1.06  Consultant shall provide Company with DTC analysis on no less
than a monthly basis, and will use its best efforts to provide said analysis
on a more frequent basis, provided Company complies with 1.05.

      1.07  Company will be permitted to visit Consultant's facility on
a regular basis and will have the ability to talk in person with Consultant's
employees regarding their progress during the campaign.  Consultant's
employees will be allowed to contact Company's management for weekly
conference calls and Company will be permitted to communicate with
Consultant's management with updated emails on a regular basis.  However,
Company represents and warrants it will not discuss any information that
may be considered to be "insider information" with any employee of
Consultant including its upper management.

      1.08  It is acknowledged and agreed by the Company that
Consultant, which term shall include its employees, does not carry
any professional licenses or memberships in any self-regulatory
organizations and is not licensed (other than maintaining an
occupational  licenses) to engage in any regulated activity. 
It is further acknowledged and agreed by the Company that Consultant
does not intend to render legal advice or perform accounting services
and does not intend to act as an investment advisor or a broker/dealer
within the meaning of such terms under any applicable state or
federal securities law.

      1.09  Consultant may use all of Company's Intellectual
Property, as specifically pre-approved by the Company, that is
necessary for Consultant to provide the Services, including but
not limited to using Company's name, logo and trademarks on any
web site maintained by Consultant or in any promotional materials
created in providing the Services as contemplated hereunder provided
that the Company approves any such promotional materials in advance. 
Company will not link any other web site to a web site maintained by
Consultant without the prior written consent of Consultant.  Except
as expressly granted hereby, this Agreement does not give either
party any right, title or interest in or to the Intellectual
Property of the other party.  After this Agreement has been
terminated, all right, title and interest in and to each
party's Intellectual Property shall be held solely by that party. 


      1.10  Company hereby appoints Consultant to provide the
Services  identified in Exhibit "A", which is annexed hereto.


2.00        Terms, Fees and Escrow

      2.01  The term of this Agreement shall commence on the
Effective Date and shall expire six (6) months thereafter (the
"Initial Term").  After the Initial Term, this Agreement shall
automatically renew for consecutive six (6) month terms
(the "Renewal Period"), unless sooner terminated in writing by the
Company no later than ten (10) days prior to the expiration of
the Initial Term or any Renewal Period.
     
      2.02  Compensation: As compensation for Consultant's
services required hereunder, Consultant shall be entitled to receive:

      (a) On a monthly basis Consultant shall be entitled to
receive Thirty Five Thousand U.S. Dollars ($35,000) per month due
the 1st of each month, payable in the form of cash or cashier's
check on thirty day terms from invoice date.  Notwithstanding the
following, there shall be due and payable upon signing of this
Agreement $35,000 representing the first month's compensation. 
Subsequent monthly payments shall be due commencing on or before
November 5, 2009. 

      (b)  Services will be provided by Consultant from the
Effective Date.
           
3.00  Termination

      In the event of a breach of this Agreement by Company,
Company shall be responsible for any outstanding fees and expenses. 
Consultant shall have the right to terminate this Agreement on the
grounds of the Company's failure to remit the required monthly
payments or in the event of any breach of the Agreement by
Company.  Company has the right to terminate this agreement with
thirty (30) days written notice. During this notice period,
Company and Consultant agree to continue to observe the terms
and conditions of this Agreement, including but not limited
to section 2 above.  The parties agree that written notice will
be deemed accepted and received by the parties via certified
mail delivered to the address above and/or by fax notification
or sent via e-mail transmission. 

4.00 Representations

      Company represents and warrants that, to the best of its
knowledge, it has made and is in compliance with all required
filings and regulations of FINRA, the SEC and/or any other
governmental agencies known to the Company, and that the
Company's stock is not currently suspended from trading for
any reason whatsoever.  Company further represents and warrants
that during the term of this agreement, it will continue to
use best professional efforts to file all required reports with
the SEC, FINRA and/or any other governmental agencies and will
continue to adhere to SEC, FINRA and/or any other governmental
agency's requirements, and that it will take whatever steps
it deems necessary to keep its shares listed and "fully
reporting" through the OTC/BB.  The Company's failure to
comply with the provisions of this paragraph
shall constitute a material breach of the parties'
agreement. 

      Company understands that the FINRA and SEC require that
all press releases be based on fact. Therefore, Company represents
and warrants that it will maintain a filing of all press releases
with the necessary supporting documentation verifying
the contents of the press release and the Company will maintain
back up and support documents relating to every press release
that is made by or for the benefit of the Company.

      4.01  Representations and Warranties of Company. 
Company represents, warrants and agrees:

      (a)   Company has the legal capacity and authority
to execute, deliver and perform its obligations under this
Agreement.  This Agreement has been duly authorized, executed
and delivered by Company and is its legal, valid and binding
agreement, enforceable against Company in accordance with
its terms.  Company's execution of this Agreement and the
performance of its obligations hereunder do not conflict
with or violate the governing documents of Company or
any of its affiliates or any obligations of Company or any
of its affiliates, whether arising by contract, operation
of law or otherwise.

      (b)   To its knowledge, there is not a pending or
threatened action, suit or proceeding before or by any court
or other governmental body or regulatory authority to which
Company or any of its employees or affiliates is or
may be a party or any of its properties is or may be subject,
and no event has occurred that might affect Company's ability
to execute, deliver and perform its obligations under this
Agreement.  Without limiting the foregoing, to its
knowledge, none of Company and Company's employees and
affiliates

            i.    is subject to an order of the U.S.
      Securities and    Exchange Commission (the "SEC") or
      any other securities regulatory authority;

            ii.   has been convicted of any felony
      or misdemeanor;

            iii.  has been found by the SEC or any other
      securities regulatory   authority to have engaged in,
      or has been convicted of engaging in any
      violation of state or federal securities or
      the rules and regulations of any self regulatory
      organization; or

            iv.   has been found liable in any civil
      proceeding with respect to, a violation of any federal
      securities law or any securities law of any other
      jurisd                                                    


 
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