INDEPENDENT CONTRACTOR AGREEMENT DATED 1-17-07

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Exhibit 10.1

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into as of January 17, 2007 (the "Effective Date"), by

and between Trimark Associates Inc. ("Company") a California corporation, and

Conectisys Corp., a California corporation with principal business offices in 89

Valencia, CA 91355. ("Conectisys") (Collectively the "Parties").

1. Term of Agreement. This Agreement will become effective on the date

stated above, and will continue in effect until the Services provided for in

this Agreement have been fully performed or until this Agreement is terminated

as provided below (the "Term").

2. Services of Independent Contractor. Independent Contractor agrees to

provide, at its own expense, employees or subcontractors ("Consultants") to

perform the services described in individual Task Orders, which shall be

attached as Exhibits to this Agreement, as further defined by Company from time-

to-time during the Term of this Agreement (the "Services"). Independent

Contractor represents that it has Consultants with the qualifications and skills

necessary to perform the Services, and that all Services will be performed in a

competent, professional manner, in accordance with the standards of care, skill

and diligence observed by similar professionals performing such services.

Independent Contractor further agrees to assign Consultants that match the

requirements set by Company, and Independent Contractor will honor all

reasonable requests by Company to remove and replace any Consultant upon request

by the Company. Independent Contractor has discretion for the manner in which

the work under this Agreement will be performed, subject to Company's acceptance

of the work performed. Independent Contractor will determine the method,

details, and means of performing the Services, and will furnish all materials,

equipment and supervisory services necessary to perform the Services.

Independent Contractor represents and warrants that all Services will be

performed in accordance with all applicable laws. Independent Contractor will

work with Company to schedule Consultant's holidays and discretionary time off

at least four weeks in advance. If the Consultant becomes unavailable because of

death, ill health, or injury, Independent Contractor will replace the Consultant

within a reasonable time.

3. Compensation and Reimbursement of Expenses. The Company shall pay

Independent Contractor for the Services performed pursuant to the terms set

forth in Task Orders to this Agreement. Company will reimburse Independent

Contractor for all Consultants' reasonable out-of-pocket expenses supported by

adequate documentation for costs of travel (airfare, cab fare, auto rental or

local mileage) and accommodations incurred as a result of, and in the course of,

performing Services for the Company ("Expenses"). Consultant shall request and

obtain prior written approval of the Company for any lodging Expense exceeding

$125 per night (rack rate, taxes excluded) and any air travel. Independent

Contractor shall invoice Company on a monthly basis and shall provide receipts

for any expenses above $25 for all Expenses to be reimbursed. Independent

Contractor agrees to submit such invoices and receipts within sixty (60) days

after the Services were performed and/or the Expenses were incurred. Independent

Contractor further agrees that the Company will not have any liability

whatsoever for any Services performed or Expenses incurred if Independent

Contractor fails to submit an invoice and/or receipt to the Company within the

sixty (60) day period. Company shall invoice the client for reimbursement of

such Expenses in its next monthly invoice. Company shall pay Independent

Contractor for such Expenses within ten (10) days after Company receives

reimbursement for such Expenses from the client.

4. Relationship of the Parties. Independent Contractor is entering into

this Agreement as, and shall continue to be, an independent contractor. Under no

circumstances shall Independent Contractor or any Consultant become an employee,

partner, agent or principal of the Company while this Agreement is in effect.

Subject to the terms and conditions of Sections 7 and 11 of this Agreement,

Independent Contractor and each Consultant may represent, perform services for,

and contract with as many additional clients, persons or companies as

Independent Contractor sees fit. Independent Contractor understands and agrees

that Consultants are not entitled to the rights or benefits afforded to the

Company's employees, including disability or unemployment insurance, worker's

compensation, medical insurance, sick leave, or any other employment benefit.

Independent Contractor is responsible for providing, at its own expense,

disability, worker's compensation, unemployment and other insurance, as well as

all licenses and permits usual or necessary for Independent Contractor and its

Consultants to perform the Services. Independent Contractor shall provide

orientation to its Consultants explaining the relationship of the parties as

agreed to herein.

5. Company's Cooperation. Company agrees to comply with all reasonable

requests for, and to provide access to, all documents and information reasonably

necessary to the performance of Independent Contractor's duties under this

Agreement.

6. Independent Contractor's Tax Obligations. Independent Contractor is

responsible for paying when due all income taxes, including estimated taxes,

incurred as a result of the compensation paid by Company to Independent

Contractor. On request, Independent Contractor will provide the Company with

written records demonstrating that Independent Contractor has fulfilled all of

its legal obligations, including timely payment of all taxes and estimated taxes

for each Consultant employed by Independent Contractor. Independent Contractor

agrees to indemnify the Company for any claims, costs, losses, fees, penalties,

interest, or damages suffered by the Company resulting from the Independent

Contractor's failure to comply with this provision and for all claims by any

Consultant against Company.

7. Confidentiality and Nondisclosure of Company Information.

(a) Confidential Information. As used in this Agreement, Confidential

Information means all information and materials of Company (or any information

or materials provided in confidence by a third party) disclosed, directly or

indirectly, either orally or in writing, to Independent Contractor or

Consultant, including all business and marketing plans, financial data,

compensation information, pricing and cost information, client and prospective

client lists and client and prospective client-related information, product and

software development information, systems integration and technical information,

know-how, programming, models, strategies, analyses, databases, methods,

techniques and processes. Without limiting the generality of the foregoing,

Confidential Information includes all computer software, source code, object

code, software specifications, user interfaces, graphic displays, operating

manuals, and databases; information and materials relating to computer software,

features or enhancements now existing or under development or consideration; and

confidential customer, financial and business information. Independent

Contractor acknowledges that information need not be labeled as "confidential"

to qualify as Confidential Information.

(b) Exclusion. Confidential Information does not include information that

Independent Contractor can demonstrate: (a) is now or hereafter becomes, through

no act or failure to act on the part of Independent Contractor or Consultant,

generally known to the public; (b) was known by Independent Contractor or

Consultant prior to receiving such information or materials from Company; or (c)

is independently developed by Independent Contractor or Consultant without

using, incorporating, referencing, recreating or relying upon any of the

Confidential Information.

(c) Nondisclosure and Nonuse. Independent Contractor acknowledges that,

while performing Services for the Company, Independent Contractor and Consultant

will have access to and be provided with Confidential Information. Independent

Contractor and Consultant will at all times during and after the term of this

Agreement hold in strict confidence and not directly or indirectly disclose or

use, or assist or facilitate any other person to disclose or use, any

Confidential Information. Notwithstanding the foregoing, Independent Contractor

understands that Independent Contractor and Consultant may use Confidential

Information only to the extent necessary to perform the Services set forth in

the Task Orders to this Agreement. If at any time Independent Contractor or

Consultant becomes aware of any possibility that Confidential Information is at

risk of being publicly disclosed, Independent Contractor will immediately give

written Notice to the Company so that reasonable efforts can be made to maintain

the secrecy of the Confidential Information. Independent Contractor will require

each Consultant to sign the Confidentiality and Non-Disclosure Agreement

attached hereto as Exhibit B prior to disclosing any Confidential Information to

Consultant.

8. Inventions and Original Works. Unless otherwise specified in a Task

Order, Independent Contractor and Company agrees that all right, title, and

interest in and to any and all software, original works of authorship,

developments, concepts, improvements, designs, discoveries, inventions, ideas,

trademarks or trade secrets, whether or not patentable or registrable under

copyright or similar laws (collectively referred to as "Inventions"), which

exist prior to this Agreement remain the property of the Indepe