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<br />CONSULTANT AGREEMENT
<br />
<br />DATE: November 14,2006,
<br />
<br />CONSULTANT'S NAME:
<br />
<br />Consultivo LLP
<br />
<br />This agreement is entered into by La Porte Development Corporation hereinafter referred to as "The
<br />Corporation," and Consultivo LLP, hereinafter referred to as the "CONSULTANT." Acting as a legally
<br />registered company and as a HUB certified company in the State of Texas, the CONSULTANT is
<br />performing services as an independent contractor, and this agreement does not create a partnership, joint
<br />enterprise, or employment relationship between the parties.
<br />
<br />The Corporation wishes to obtain the CONSULTANT's services and the CONSULTANT is willing to
<br />perform them personally in accordance with the following terms and conditions:
<br />
<br />1. Services: Scope of CONSULTANT's Services shall be to perform hotel feasibility study for the
<br />Corporation based on the attached Scope of Service, Addendum A dated November 14,2006.
<br />
<br />2. Period of Performance: The period in which the CONSULTANT's services will be performed shall
<br />commence on December 12, 2006, and shall terminate on March 21, 2007, or upon completion of
<br />the services (see scope), whichever comes first, unless terminated in accordance with Paragraph 11.
<br />
<br />Consideration: The Corporation shall pay the CONSULTANT a monthly retained fee of
<br />$13,000.00 with the following anticipated Scope of Service, see Exhibit A, plus the cost of the
<br />sub.consultant's engagement of a hotel market analyst for a total "Not to Exceed" sum of
<br />$75,000.00
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<br />3. Expenses: The fee and costs referenced in paragraph 2 is all inclusive and includes any normal
<br />expenses, including sub. consultants, incurred by the CONSULTANT, as described in Exhibit A.
<br />
<br />4. Payment Schedule: The Corporation shall pay the CONSULTANT after acceptance of the
<br />CONSULTANT's services and receipt from the CONSULTANT of a signed invoice, including any
<br />receipts, invoices, and other substantiation as the Corporation may reasonably require, unless
<br />otherwise stipulated and agreed upon by Supervisor. Such invoice shall specify the period for which
<br />compensation is claimed. The Corporation shall be entitled to withhold payment for services which
<br />are unacceptable, as determined by the Corporation, until such services are made acceptable by the
<br />CONSULTANT and are accepted by the Corporation. The monthly fee shall be viewed as a "retained
<br />services fee" and shall be payable at the commencement of the services by the Consultant and at
<br />first of each month of service. The sub. consultant's cost shall be payable as 50% of the cost at the
<br />commencement of that sub. consultant's work and 50% on completion of that sub. consultant's work.
<br />
<br />5. Taxes. Benefits and Insurance: As an independent contractor performing services for the
<br />Corporation, the CONSULTANT understands and agrees that it is solely responsible for his State and
<br />Federal taxes and for the payment of certain other payroll related expenses.
<br />
<br />The CONSULTANT authorizes the Corporation not to withhold from its wages any amount for
<br />Federal Insurance Contributions Act (FICA) and for Federal and State income taxes.
<br />
<br />The CONSULTANT understands that it is not covered by any benefit plans maintained by the
<br />Corporation.
<br />
<br />6. Trade Secrets: The CONSULTANT shall not, during the term of this agreement or at any time
<br />thereafter, divulge, use, furnish, disclose, or make accessible to anyone other than the Corporation,
<br />or its employees, officers or directors, or other than in the Corporation's usual course of business, any
<br />knowledge or information with respect to (i) confidential or secret processes, plans, formulae,
<br />programs or material relating to the business, services, or activities of the Corporation, its affiliates, or
<br />subsidiaries, (ii) any confidential or secret development or other original work of the Corporation, its
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