Consulting and Business Development Agreement

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P. O. Box 580943

19024 Ruppert Avenue

N. Palm Springs, CA 92258

Tel (760) 329-4139

Fax (760) 329-4096

Consulting and Business Development Agreement

THIS AGREEMENT between Ray Sabbaghi, the “Consultant” and Aquentium, Inc. (AQNM) the “Company” is executed on October 11, 2008.

1.

        APPOINTMENT

The Company hereby retains Consultant to act in the capacity of Business Development for the Company’s products and services.

2.

        CONDITIONS OF APPOINTMENT

At this time, the Company is seeking to expand its business and sales for its ozone equipment for use in food processing, restaurants, schools, hospitals, and water treatment and for its building materials and low cost and disaster relief housing solutions:

A.

Consultant is an independent Contractor and will be furnished with IRS form 1099 (if applicable).

B.

Consultant is on a non-exclusive basis and can not represent other competing ozone or building material companies.

C.

All prior and new Consultant leads that are introduced to the Company shall become the joint property of the Consultant and the Company.

D.

Consultant will provide Company a clear color copy of their Driver’s License.

E.

Services provided by Consultant are not for financing or stock promotion.

3.

       COMPENSATION (Tiered & Bonuses)

Consultant shall receive 1,250,000 S-8 shares of the company’s common stock.  Consultant shall receive 2% commission on all gross sales of equipment, products or projects completed through his efforts.  

·

Payment of any commissions to Consultant will occur within 14 business days of completed projects that are paid in full by each client.

4.            TERMINATION [ sign here:                                                                         ]

This Agreement may be terminated at any time by either party with a thirty (30) day written notice to the other party.  If the termination is accepted and signed by both parties, compensation for established clients will continue for five (5) years from the termination date.  However, if termination is FOR CAUSE including, but not limited to a breech of contract, fraud, or criminal activity, etc., Company has the right to terminate this agreement immediately and any and all compensation due on or after the termination date is forfeited.

5.

        RESTRICTIONS AND PROTECTIONS

There are currently no restrictions or protected areas around the world other than the Country of Nigera for ozone equipment.  As other protected areas in the world are applied for and granted, written notice will be given.                      

  [initials “RS”]

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Business Development Agreement (continued)

6.

        SCOPE

It is understood that Consultant is acting as a Consultant only, and shall have no authority to enter into any commitments on the Company’s behalf. Consultant has NO authority to:

A.

Sign for or on the behalf of or otherwise obligate the Company

B.

Make any representations other than those contained in the written materials provided by the Company.

7.

       CLIENT PROTECTION

All Business Development is on a first documented basis.  When conflicts arise regarding ozone sales, Consultant agrees to be bound by the decisions of the Company.

8.

        MATERIAL CONTENT

Company grants permission to fully use, re-print, re-format, and or exert writings and material, including internet material, content and links for the purposes of general information and education in regards to ozone,  and the Company’s products, goods and services.  At all times full credit will be attributed including name, Company and when appropriate, contact information and links to email and URLs.  Furthermore, at no time shall the nature of any content be altered to represent a new or different meaning, intention or scope.  

9.

       AMENDMENTS

This Agreement may be amended at any time by the Company with a written notice to the Consultant.  Consultant has thirty (30) days to accept the amendments or terminate the agreement.

10.

       APPLICABLE LAW

This Agreement is governed by and construed under the laws of the State of California, and any action brought by either party against the other party to enforce or interpret this Agreement shall be brought in arbitration as provided below.

11.

       ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbi