Exhibit 10.2
CONSULTING SERVICES
AGREEMENT
This Consulting
Services Agreement (this “Agreement”) dated September
1st, 2008 (the Effective Date”), is by and between Alpine
Venture Associates, LLC (the “Consultant”), and Alpine
Alpha 3, Ltd., a Delaware corporation with an address at PO Box
735, Alpine, New Jersey 07620 (the “Company”)
.
Recitals
A. The
Company desires to retain the Consultant for the term set forth in
this Agreement to assure itself of the services of the Consultant,
and the Consultant is willing to be retained by the
Company for the term on the terms and conditions set
forth below.
B. The
Consultant desires to provide the services under this Agreement and
represents that he is qualified to perform such
services.
Agreement
1.
Retention of the Consultant . Subject to the
terms and conditions set forth in this Agreement, the Company
hereby retains the Consultant to perform the services set forth in
this Agreement, and the Consultant accepts this retention on the
terms and conditions set forth in this Agreement.
2.
Term . The term of this Agreement shall
commence on the Effective Date and shall continue until either
party terminates this Agreement by providing 30 days written notice
of such intention to the other party.
3.
Scope of Work . Consultant shall serve as the
Chief Executive Officer and President of the Company and shall take
such action as may be necessary to find suitable acquisition
candidates for the Company and cause the Company to make its
required filings with the SEC (the “Work”).
4.
Compensation and Payment . The Consultant shall
be paid a base fee of $10,000 per month for his services
hereunder. Payments will be made each month at the end
of the month, or may be deferred, with Consultant’s consent,
to a later date. In addition, the amounts due hereunder
may, at the election of the Consultant, be payable in stock of the
Company with the per share price being equal to the last price paid
by non-affiliate of the Company for its shares.
The Consultant shall be entitled to
reimbursement for all reasonable expenses.
5.
Independent Contractor . The Consultant agrees to
perform the Work as an independent contractor and not as a
subcontractor, agent or Consultant of the Company, its subsidiaries
or affiliates.
6.
Taxes . The Consultant, and not the Company,
shall be solely responsible for all taxes incurred by the
Consultant in connection with her performance of the Work,
including, but not limited to, all withholding, social security and
other taxes with respect to the Consultant’s
compensation.
7.
Business Records . The Consultant shall maintain
a record of expenses incurred under this Agreement. For
the duration of this Agreement, and for a period of two years
thereafter, the Company shall have access to such records of the
Consultant as required to verify reimbursable costs.
8.
Standard of Performance . The Consultant
shall perform the Work in accordance with standards of care, skill
and diligence consistent with (a) recognized and sound
