Chief of Staff Services Agreement

Consulting Services Agreement

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HALBERD CORP | River Star, LLC

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Title: Chief of Staff Services Agreement
Governing Law: Michigan Date: 3/13/2009

Exhibit 10.3

Chief of Staff

Services Agreement

THIS AGREEMENT made as of the 14 ^th day of November , 2008

B E T W E E N:

River Star, LLC, or nominee ,

(the “Chief of Staff”)

- and -

SellMyBusinessNow.com, a Michigan Corporation;

And, any Subsidiary entities of

SellMyBusinessNow.com

(the “Company”)

IN CONSIDERATION OF the mutual covenants, terms and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.	Services . The Chief of Staff shall assist and advise the executives of the corporation, during the Term (as defined below) and provide the following services (the “Services”) to the Company, at such times as the Company may reasonably request:

Assist with Business Development;

Assist with SEC or regulatory compliance matters

Liaise with legal and accounting professionals acting on behalf of the company;

Advise on potential mergers and acquisitions as the opportunities may arise;

Liaise with corporate finance groups;

Assist with any required Due Diligence matters; and

Provide other such services to Company to assist them in achieving their specific operational, financial and growth needs as requested and agreed upon between the parties.

2.	Compensation .

(a)	the Company shall pay to the Chief of Staff the sum of Seven Thousand Five Hundred ($7,500) Dollars per month for each month of the term (as hereinafter defined) of this agreement, with the first of such payments due upon signing of this Agreement.

(b)	The Company shall pay a comparable and standard bonus to the Chief of Staff for any capital raises that occur during the term of this contract. Company hereby agrees that the bonus shall due and payable immediately upon the Company receiving funds as a result of any capital raises.

(c)

The Company shall issue the Chief of Staff shares in the Company, in an amount equivalent to Two Hundred and Fifty Thousand ($250,000.00) Dollars as soon as practicable following the execution of this agreement, and shall deliver these shares to the Chief of Staff immediately upon any public registration of the company’s stock;

(d)	Chief of Staff shall be an Advisor to the Board of Directors effective immediately, and shall be nominated as a non-executive member of the Board of Directors during the first term of this Agreement. Chief of Staff shall participate in all Board of Director Compensation once elected.

(e)	The Company shall reimburse the Chief of Staff for all reasonable expenses incurred in connection with its services regarding this Agreement.

The Company shall pay to the Chief of Staff the amount owing for each month, in advance, on the 10 ^th day of each month for the term of this agreement. The Company shall pay all amounts as called for herein to such place as directed by the Chief of Staff.

Term . This Agreement shall commence as of the date listed and shall remain in effect for Twelve (12) months (the “Term”), provided that the parties may, in writing, mutually agree to extend the Term. Notwithstanding the foregoing, this Agreement may be terminated at any time at the option of the Chief of Staff, upon the failure of the Company to comply with the covenants, terms and agreements of this Agreement; or upon the Company or Chief of Staff delivering a notice to the other of “failure to perform.” In the event of the Company delivering a Failure to perform notice to the Chief of Staff, the Company shall include valid payment for services performed to date, and reimbursable amounts owed and any and all success fees due.

Upon termination of this Agreement for any reason and upon request of the Company, the Chief of Staff shall deliver to the Company all written or descriptive matter which has been developed, maintained or copied by the Chief of Staff in furtherance of this Agreement, or which may contain Confidential Information (as defined below), including, but not limited to drawings, files, lists, plans, blueprints, papers, documents, tapes or any other such media. The Chief of Staff shall secure all such written or descriptive matter in locked files at all times to prevent their loss or unauthorized disclosure, and to segregate Confidential Information at all times from the material of others. In the event of loss or destruction of any such written or descriptive matter, the Chief of Staff shall promptly notify the Company of the particulars of the same in writing.

Company also agrees that any relationship brought to the Company by the Chief of Staff is the property of the Chief of Staff. Further, any fund, fund manager or other financial, legal, or other person or specialist brought to the Company by the Chief of Staff and any funding brought to the Company by any such person entitles the Chief of Staff to the bonus listed in Section 2(b) above.

4.	Confidential Information .

(a)

For the purposes of this Agreement, the term “Confidential Information” means all information disclosed to, or acquired by, the Chief of Staff, its employees or agents in connection with, and during the term of this Agreement which relates to the Company’s past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing:

(i)	all items and documents prepared for, or submitted to, the Company in connection w

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