INVESTOR & PUBLIC RELATIONS CONSULTING AGREEMENT
This AGREEMENT
made this 18th day of
April, 2007 by and
between
SHEERVISION,
INC. (hereinafter "Client") and MARK TAGGATZ, President of Wall
Street Marketing
Group, Inc. (hereinafter "Consultant/Advisor").
WITNESSETH
In consideration of
the mutual promises
hereinafter made by each to the other,
Client and Advisor/Consultant agree as follows:
1. CONTRACT SERVICES
Client hereby retains
Advisor/Consultant to
represent, advise,
counsel, and
assist Client in corporate development, investor and public relations,
public
appearances, and the
marketing of the Client. Advisor/Consultant shall render
Advisor/Consultant's services in a timely and professional manner,
in accordance
with best industry
practices and the
instructions and
suggestions as made
by
Company from time to time.
Client additionally hereby retains Advisor/Consultant to
disseminate information
from Client to financial professionals and licensed members of the securities
industry, private money managers, the media, and individual
investors.
Services performed by
Advisor/Consultant
do not relate to NASD
activities or
financing.
2. COMPENSATION FOR SERVICES
Client agrees to cause
Suzanne Lewsadder and
Jeffery Lewsadder to
transfer at
par value to
Advisor/Consultant an
aggregate of three hundred and six thousand
(306,000) shares of
restricted
common stock of Client, par value $0.001 per
share. During
the term of this Agreement, Client also agrees to pay
Advisor/Consultant five thousand dollars per month.
3. PAYMENT OF ADVISOR/CONSULTANT'S FEE
Advisor/Consultant
shall receive all
restricted
shares upon
signing of this
agreement. Client will
pay Advisor/Consultant the five thousand dollars monthly
fee on the 5th of each month during the term of this Agreement.
4. DISCLAIMER OF LIABILITY
Advisor/Consultant
makes no guarantees to any results including but not limited
to trading activity, volume, or stock price.
<PAGE>
5. NOTICES
All notices hereunder
shall be effective if
sent by certified
mail, postage
prepaid to the following addresses.
If to the Advisor/Consultant:
Mark Taggatz
Wall Street Marketing Group, Inc.
PO Box 580943
North Palm Springs, CA 92258
If to Client:
SheerVision, Inc.
4030 Palos Verdes Dr. N.
Suite 104
Rolling Hills, CA 90274
6. ENTIRE AGREEMENT
This Agreement, sets
forth the entire agreement between the parties hereto and
cannot be amended,
modified or changed
orally. Client
acknowledges
that the
Board of Directors of SheerVision, Inc. has passed a resolution
authorizing this
contract.
7. FILING
This contract is signed in duplicate. Advisor/Consultant agrees to deliver one
(1) copy to the Client within five (5) days of its execution by fax
or mail; and
retain one (1) copy for their files.
8. TERM
The term of this
Agreement is for 12
months and shall begin on the date hereof
and shall continue
until April 18, 2008. The Company may terminate this
Agreement at any time
without cause, which termination shall be effective
immediately, without
liability or
continuing obligation
except for any earned
but unpaid fees payable pursuant to Section 2.
9. LAW
This agreement
is governed and construed under the laws of the state of
California and any
action brought by
either party to enforce or interpret this
agreement shall be
brought in an appropriate court
