AGREEMENT WITH ICAPSOLUTIONS LLC

This Contract Agreement (“Agreement”) is entered into this 18th day of May, 2012 by and between ICapSolutions LLC (“ICAPSOLUTIONS LLC”) having its principle place of business at PO Box 3071 Manhattan Beach, CA 90266 and iCapSolutions.

For mutual covenants contained herein, and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties agree as follows”

1. Engagement. ICAPSOLUTIONS LLC hereby engages Kirk Rogers to perform the services set forth in Attachment A (“Services”), attached hereto and incorporated herein by reference. iCapSolutions hereby accepts the engagement upon the terms and conditions set forth in this Agreement. Kirk Rogers represents that: (a) it has the experience and expertise necessary to perform the Services set forth in Attachment A; (b) the Services provided by Kirk Rogers shall only be performed by its employees who are well qualified to perform the required services; and (c) those Services will be provided in accordance with professional standards. Kirk Rogers shall observe ICAPSOLUTIONS LLC applicable policies and procedures. 2. Term and Termination. This Agreement shall commence on the date first written above and shall remain in effect until ICAPSOLUTIONS LLC or the Kirk Rogers terminates it.

3. Scope of Relationship. Kirk Rogers shall perform services only as an independent Kirk Rogers and nothing herein contained shall be construed to make Kirk Rogers the agent or employee of ICAPSOLUTIONS LLC. Kirk Rogers shall not be entitled to participate in any ICAPSOLUTIONS LLC benefits or other plans provided for ICAPSOLUTIONS LLC employees. It is agreed that Kirk Rogers’s personnel shall remain employees of Kirk Rogers subject to direction and control of Kirk Rogers. ICAPSOLUTIONS LLC shall not be liable to Kirk Rogers or its employees to pay wages, withhold any taxes, provide any insurance or otherwise be obligated as an employer.

4. Project Reporting. Kirk Rogers shall, if requested by ICAPSOLUTIONS LLC, submit periodic progress reports to ICAPSOLUTIONS LLC as may be specified in Attachment A. Each progress report shall describe the status of Kirk Rogers performance since the preceding report, including the products and programs delivered and the progress expected to be made in the next succeeding period.

In the event Kirk Rogers anticipates at any time that it will not reach one more milestones or make deliveries according to the scheduled timetable, Kirk Rogers shall immediately so inform ICAPSOLUTIONS LLC by written notice, submitting proposed revisions to the timetable and milestones that reflect Kirk Rogers’s best estimate of what can realistically be achieved. Any changes to timetables will not be effective unless ICAPSOLUTIONS LLC has agreed to such change in writing.

5. Payment. Kirk Rogers shall present invoices upon completion of services and/or milestones and in accordance with the payment schedule contained in Attachment A. Payment shall be made within thirty (30) days of ICAPSOLUTIONS LLC’s receipt of a correct invoice.

6. ICAPSOLUTIONS LLC Property. Any property furnished by ICAPSOLUTIONS LLC on other than a charge basis in connection with this Agreement will be deemed bailed to Kirk Rogers for mutual benefit and title shall at all times remain in ICAPSOLUTIONS LLC and shall be used only on ICAPSOLUTIONS LLC’s behalf. Kirk Rogers shall bear the risk of loss for all such property.

7. Confidentiality.

a. Definitions. “Confidential Information” shall include, but are not limited to: the information of ICAPSOLUTIONS LLC or its customers encompassed in all technology, plans, designs, concepts, financial information, costs, pricing, computer programs, videos, animation and designs; computer codes, including but not limited to, HTML, CGI, PERL, SQL, JAVA or Javascript; formulas, websites and equations; databases; customer information, vendors, business partners or suppliers; business and marketing plans or strategies; financial performance and projections; and all concepts, know-how, or ideas in or directly related to ICAPSOLUTIONS LLC’s business that have not previously been publicly released by duly authorized representatives of ICAPSOLUTIONS LLC.

b. Confidential Information furnished, directly or indirectly, in writing or otherwise, to Kirk Rogers by ICAPSOLUTIONS LLC or its clients under this Agreement are and shall remain the property of the disclosing party and shall be used only as provided herein. Kirk Rogers shall not alter or remove any proprietary markings placed on any of the information.

c. Kirk Rogers agrees to hold in confidence any Confidential Information of ICAPSOLUTIONS LLC or its customers to which it has access and shall not utilize, except within the performance of services for ICAPSOLUTIONS LLC, or disclose such Confidential information to any person or entity. Confidential Information includes any materials produced in writing which are clearly identified as confidential, and any oral disclosures where ICAPSOLUTIONS LLC has indicated at the time of disclosures disclosure the confidential or proprietary nature of the information or which the Kirk Rogers should reasonably know to be the confidential information of ICAPSOLUTIONS LLC. Kirk Rogers agrees that it will also cause its employees to treat such Confidential Information in the same manner as it would treat its own information of the like kind. When requested by ICAPSOLUTIONS LLC and in any event after the termination or expiration of this Agreement, Kirk Rogers will return to ICAPSOLUTIONS LLC any of ICAPSOLUTIONS LLC’s property and any copies thereof on any medium that has come into its possession during the term of this Agreement, unless written authorization from ICAPSOLUTIONS LLC to keep such property has been received.

d. Confidential Information shall not include: (a) information known to Kirk Rogers prior to receiving such information from ICAPSOLUTIONS LLC; (b) information rightfully obtained from a third party without similar restrictions and without breach of this Agreement; (c) information independently developed by Kirk Rogers; or (d) information publicly available.

e. Kirk Rogers agrees to indemnify and save ICAPSOLUTIONS LLC harmless from and against any and all loss, claims, demands, suits, actions and judgments, and all costs and expenses, including reasonable attorneys’ fees, based upon, or arising out of damage to property or injury (including death) to persons caused by or sustained in connection with performance of services hereunder or based upon or arising out of breach or violation of any obligation of confidentiality owed by Kirk Rogers to any person, firm or corporation with respect to any technology, information, knowledge, and/or data disclosed or furnished to ICAPSOLUTIONS LLC hereunder.

Kirk Rogers agrees that all of its personnel or Kirk Rogerss who are assigned to the performance of service under this Agreement shall execute a confidentiality agreement and Kirk Rogers agrees to require the signing of such agreement by its personnel.

This section shall survive termination of this Agreement.

8. Ownership of Intellectual Property Rights. In accordance with Kirk Rogers’s status as an independent Kirk Rogers hereunder, the work developed from services performed by Kirk Rogers (“Work Product”) shall be deemed a work made for hire. ICAPSOLUTIONS LLC shall be considered to be the sole and exclusive owner of the Work Products that are specific to ICAPSOLUTIONS LLC’s business operations on any medium, and all associated source code, HTML or other code, and documentation, (the “Work”), at all stages of creation or completion, throughout the universe in perpetuity and all right, title and interest therein, including all copyrights therein, all renewals and extensions of such copyrights and all other ownership and exploitation rights of any kind, nature or description in, to and with respect to the Work that may be secured under the laws now or hereinafter in effect in the United States or any other jurisdiction (the “Rights”). The Rights shall include, but are not limited to, the right to authorize, prohibit and/or control the production, reproduction, broadcast, adaptation, distribution, rental, lending, communication to the public and other exploitation of the work in any and all languages and media and by all means now known, or hereafter devised, and the right to make changes therein and such uses thereof as ICAPSOLUTIONS LLC may deem necessary or desirable.

9. Warranty

a. Kirk Rogers warrants that the Services to be provided shall be performed in a timely, professional and workmanlike manner. Kirk Rogers warrants the Work Product is original and contains no work product of any third party.

b. Kirk Rogers warrants that all specifications, documentation, software and other products shall conform to Attachment A and will be suitable for their intended purposes.

c. Kirk Rogers warrants that all products, including without limitation, Program Code: services and materials produced or furnished will not infringe upon, utilize or violate any patent, copyright, trademark, property right of any third party, and Kirk Rogers will indemnify and hold ICAPSOLUTIONS LLC harmless from and against any loss, cost, liability or expense (including reasonable attorneys’ fees) arising out of any breach or claimed breach of this warranty. Kirk Rogers warrants that no assignment of any intellectual property rights for the Services performed have been made other than to ICAPSOLUTIONS LLC, either prior to or subsequent to such an assignment to ICAPSOLUTIONS LLC.

d. Kirk Rogers warrants that no assignment of any intellectual property rights for the Services performed have been made or shall be made other than to

ICAPSOLUTIONS LLC, either prior to or subsequent to such an assignment to ICAPSOLUTIONS LLC.

Kirk Rogers will correct errors in products or programs delivered under this Agreement, for a period of twelve (12) calendar months from the date of written final acceptance without charge. Notwithstanding the above, this warranty is not valid for any errors derived from movement or modification of programs or products delivered.

This section shall survive termination of this Agreement.

10. Responsibility & Liability

IN NO EVENT, SHALL ICAPSOLUTIONS LLC BE LIABLE FOR OR OBLIGATED IN ANY MANNER, EVEN IF ICAPSOLUTIONS LLC HAS BEEN ADVISED OF THE POSSIBILITY, FOR SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS.

11. Non-Solicitation of Customers and Employees. For a period of twelve (12) months following the termination of Kirk Rogers’s services for ICAPSOLUTIONS LLC, for whatever reason, Kirk Rogers agrees not to directly or indirectly for itself or on behalf of or for the benefit of any third party, to directly or indirectly do any of the following:

a. Call upon, solicit or otherwise contact any customer of ICAPSOLUTIONS LLC for the purpose of selling any product or services similar to or competitive with the products or services of ICAPSOLUTIONS LLC.

b. Call upon, solicit or otherwise contact any New Business Prospect (defined below) of ICAPSOLUTIONS LLC for the purpose of selling any product or services similar to or competitive with the products or services of ICAPSOLUTIONS LLC. For purposes of this Agreement, the term “New Business Prospect” shall mean any prior customer or person or entity that Kirk Rogers has become aware of that ICAPSOLUTIONS LLC has targeted as a future customer.

c. Solicit for employment, interfere with or endeavor to entice from ICAPSOLUTIONS LLC any of its employees or independent Kirk Rogerss.

12. Acknowledgement. Kirk Rogers acknowledges that ICAPSOLUTIONS LLC’s business is extremely competitive and that any unauthorized use or disclosure of the Confidential Information would be extremely detrimental and competitively disadvantageous to ICAPSOLUTIONS LLC and will cause ICAPSOLUTIONS LLC irreparable harm and damage which may not be fully compensable. Therefore, in the event it becomes necessary for ICAPSOLUTIONS LLC to enforce this Agreement, Kirk Rogers agrees that ICAPSOLUTIONS LLC may seek injunctive relief without posting a bond and that Kirk Rogers agrees to be responsible for all reasonable attorneys’ fees, costs and other expenses necessary to enforce this Agreement.

13. Insurance. Kirk Rogers agrees, during the term of this Agreement, to maintain at Kirk Rogers’s expense all necessary insurance for its employees, including but not limited to worker’s compensation, Kirk Rogers’s liability, disability, and unemployment insurance.

14. General Provisions

a. Neither party may assign this Agreement in whole or in part without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld. Any attempted assignment without such consent shall be void. Further Kirk Rogers may not subcontract any portion of the Services without the prior written consent of ICAPSOLUTIONS LLC.

b. Any notice or other communication required or permitted to be given hereunder to either party shall be deemed given when faxed or sent by certified mail or by express courier, postage prepaid, addressed to the address set forth above, or at such other address as the parties may from time to time give written notice.

c. This Agreement shall be constructed and interpreted according to the laws of the State of California.

d. This Agreement constitutes the entire agreement between parties as to the subject matter hereof and supersedes any prior representations, warranties, understandings or agreements relating thereto whether written or oral. No revision or modification hereof shall be effective unless it is in writing and signed by both parties. No modification shall be affected by the acknowledgement or acceptance of purchase order forms containing other or different terms or conditions.

Failure or delay on the part of either party to exercise any right, remedy, power or privilege hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and must be signed by the party making the waiver.

ICAPSOLUTIONS LLC (KIRK ROGERS NAME)

Signature: _________
Signature: _______________________

(Authorized Signature) (Authorized Signature)

Date: _____2005-08-13_____________
Date: ____________________________