Vendor Agreement

3636 S. IRON ST •CHICAGO, ILLINOIS 60609

PHONE: 888-EMPYREAN FAX: 866-276-2915

Engagement, Confidentiality and Non-Circumvention Agreement

This Agreement made as of March 7, 2008 between Anthony Wallace hereinafter known as the VENDOR, and empyrean worldwide, a Illinois corporation with a principal place of business in Chicago, IL, hereinafter known as the AGENCY.

WHEREAS the Agency represents that it is a professional business providing printing, advertising, marketing, research and public relations, and the Vendor represents that it is a skilled professional advertising, marketing, research or graphic specialist in one or more mediums, and the Agency desires to engage the Vendor to complete certain advertising, marketing, graphics and research and public relations assignments;

WHEREAS, the Vendor acknowledges that during the course of his/her work for the Agency, the Vendor will come into contact with substantial and significant information relating to all aspects of the manner in which the Agency conducts its business, including without limitation, business plans and strategies and financial condition, the Agency Market Planning Method and Model and information relating to the Agency’s customers, including without limitation, the identity of the Agency’s customers, such customers’ financial condition, business projections, marketing strategies, and other information which the Vendor in the course of his work, shall obtain (hereinafter collectively referred to as “Confidential Information”); and

WHEREAS, the Vendor acknowledges that the confidential information is special and unique and not generally available to others, whether competitors or customers of the Agency and as such, is worthy of protection; and

WHEREAS, the parties agree that the Agency will be of diminished value in the event that Vendor should disclose or retain any confidential information or interfere with the Agency’s customers, prospects or employees.

NOW THEREFORE, in consideration of the parties’ efforts herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The Agency grants to the Vendor a non-exclusive right to assist the Agency in the preparation and completion of certain advertising, marketing, research, and public relations assignments as requested by the Agency.

2. Vendor shall complete all assignments in a timely and professional manner consistent with accepted industry standards and timeframes agreed upon for each project.

3. Vendor shall be paid by the Agency a mutually agreeable fee for the work performed. All expenses shall be borne by the Vendor except as shall be agreed to in advance in writing by both parties.

4. Vendor agrees that all advertising, marketing, research, and public relations work product assigned to the Vendor by the Agency, including work in process and all creative services such as but not limited to copy, photography, design and illustration, whether it is in data format on computer disk or on hard copy, is and shall be the exclusive property of and owned by the Agency and shall be forthwith delivered to the Agency, upon demand therefore.

5. During the term of this Agreement, Vendor agrees not to directly or indirectly solicit, interfere with, endeavor to entice away or contract with any customer, client or prospect, as hereinafter defined, of the Agency, which customer or client has been provided services by the Agency at any point in time within the three (3) years prior to the time Vendor desires to or does solicit, interfere with, endeavor to entice away or contract with. For purposes of this Agreement, the term “prospect” is defined as a person or entity which, within one (1) year of Vendor’s intention to solicit said person or entity, said person or entity requested information or was given a presentation by the Agency.

6. During the term of this Agreement, Vendor agrees not to disclose the names of any such customer or client the Agency to any other person or persons, natural, corporate or otherwise.

7. During the term of this Agreement, Vendor shall not disclose or use for its or anyone else’s benefit confidential information, including without limitation, any secrets or confidential technology, proprietary information, customers lists, marketing plans or trade secrets of the Agency or the Agency’s clients, or any matter or thing ascertained by Vendor through its associates with the Agency, the use or disclosure of which might reasonably be construed to be contrary to the best interest of the Agency.

8. During the term of this Agreement, Vendor will not employ any person who was employed by the Agency at any time during the term of this Agreement.

9. Vendor recognizes that all designs, logos, copy and other material, whether written, printed or drawn, whether or not subject to copyrighting, made, devised or discovered by Vendor with others during the term of this Agreement, remains the sole and exclusive property of the Agency. Vendor similarly recognizes that the Agency pricing, systems, procedures, prospects and client information are confidential

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