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BEESFREE, INC. | BeesFree, Inc | Grandview Consultants, Inc | US Express

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Title: EX-10.10
Governing Law: Florida     Date: 12/16/2011

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Grandview Consultants, Inc.

300 South Pine Island Road

Suite 305

Plantation, Fl 33324


October 24, 2011


BeesFree, Inc.

2101 Vista Parkway, Suite 4033

West Palm Beach, FL 33411


This letter is for the purpose of the engagement of Grandview Consultants, Inc. (GCI) as a financial consultant to BeesFree, Inc. (“BEES” or “the Company”). This letter is intended to serve as our Engagement Agreement (the “Agreement”) to provide such services.


1.            Services:


Assist in the ongoing review and adjustment of the Company's business and strategic plan for the growth of the Company's business. Provide such other services as reasonably determined by both parties and documented in writing.


GCI will provide its best efforts in furnishing the above services and will, in its sole discretion, determine the amount of its time to be devoted to undertaking those services. Services relative to securing or undertaking financing, strategic relationships and merger and acquisition transactions, including the identification of suitable partners and candidates, will be subject to separate agreements and financial arrangements.


In performing its services herein, GCI will be entitled to rely without investigation upon all information that is provided by the Company, and the Company hereby represents that such information will be complete and accurate in all material respects. GCI does not represent or guarantee that the Company will be successful in raising any Consultants or completing any merger or acquisition transactions.


GCI may, during or subsequent to the term of this Agreement, perform services for any other person or firm without the Company's prior approval.


2.            Term of Agreement. The term of this Agreement and the commencement of the services of GCI shall commence upon the acceptance of this Agreement as evidenced below (the “Effective Date”) and shall terminate six (6) months thereafter.


3.            Consulting Fees. Our compensation for this project will be as follows:




A nonrefundable fee in the amount of $10,000 USD payable on the date of the executed Agreement.




A fee in the amount of $15,000 USD payable on the closing of the PIPE financing or merger with BNHI, whichever occurs first.




Any termination of this Agreement by the Company prior to its termination date shall not affect compensation as described herein.






BeesFree, Inc.


Page 2 of 4




Payment shall be made to:

SunTrust Bank

ABA# 061000104

For further credit to:

Grandview Consultants, Inc.

Account # 1000141645571


3115 S. University Drive

Davie, FL 33328



4.          Limitation on Services. As a financial consultant to the Company, GCI will assist the Company as described above but will not act as its agent. Accordingly, while GCI may identify prospective financing sources and target companies and provide information relating to the transaction to such persons at the Company's request, all business decisions relating to acceptance or rejection of offers, bids or other matters and the negotiation of such terms shall be solely the Company's responsibility. The Company is also responsible for taking steps to ensure that the transaction is conducted in compliance with all applicable federal and state securities laws (consulting with counsel, if appropriate). In the absence of gross negligence or willful misconduct on the part of GCI, GCI shall not be liable to the Company or to any affiliate, employee, shareholder or creditor of the Company for any act or omission in the course of or in connection with the provision of advice or assistance hereunder.


5.            Reimbursement of Expenses . The Company agrees to reimburse GCI f

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