AEGIS ASSESSMENTS INC
10.1
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<TYPE>EX-10
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<FILENAME>exh.txt
<DESCRIPTION>10.1
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                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT ("Agreement") is made and entered into in
duplicate and shall be effective on March 28, 2003 ("Effective Date"), by and
between Aegis Assessments, Inc., a Delaware corporation ("Corporation"), and
Michael McBride ("Consultant").

                                    RECITALS

A.       It is the desire of the Corporation to establish an office in Seattle,
         Washington to promote the use of the Corporation's technologies in
         homeland defense and other applications in the states of Washington and
         Oregon, and in Northern California.

B.       It is further the desire of the Corporation to engage the services of
         the Consultant to consult with the Corporation regarding the
         development and implementation of the Corporation's command and control
         system, the Aegis SafetyNet(TM), and the technologies which constitute
         that system, including but not limited to identifying companies as
         potential partners for technology development of the Corporation's
         Ground/Air Video Link System (the "Aegis GAVLS(TM)"), and related
         wireless technology and software (collectively, the "SafetyNet(TM)");
         and, further, arranging financing and bank credit lines, advising the
         Corporation on business strategies, and contacting law enforcement
         agencies and government agencies to promote the use of the
         Corporation's technologies in homeland defense and other applications
         in the states of Washington and Oregon, and in Northern California.

C.       It is the desire of the Consultant to so consult with the Board of
         Directors of the Corporation ("Board") and the officers of the
         Corporation concerning the development and implementation of the
         SafetyNet,(TM) to provide the Corporation with office facilities in
         Seattle, Washington, and to further provide the Corporation with his
         expertise in business development and public relations to promote the
         development and implementation of the SafetyNet(TM) with businesses and
         government agencies throughout the western United States, and
         specifically in Washington, Oregon and Northern California.


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         NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE AS FOLLOWS:

         1. Term of Agreement. The respective duties and obligations of the
parties shall commence on the Effective Date and shall continue until and
terminate on March 28, 2004.

         2. Consultations. The Consultant shall consult with the Board and the
officers of the Corporation, at reasonable times, concerning any issue of
importance regarding the development and implementation of the SafetyNet(TM)and
related software in the western United States.

         3. Office Facilities. During the term of this Agreement the Consultant
shall, at his own expense, provide the Corporation with physical office
facilities located in Seattle, Washington, sufficient for the purposes
contemplated by this Agreement.

         4. No Management Power of Consultant. The business affairs of the
Corporation and the operation of the business of the Corporation shall be
conducted by the officers and administrative staff and employees of the
Corporation. The Consultant shall not have any power or obligation of direction,
management, supervision or control of the officers, administrative staff or
other employees of the Corporation or otherwise be involved with the management
of the business of the Corporation during the term of this Agreement.

         5. Authority to Contract. The Consultant shall have no power to, and
the Consultant shall not, obligate the Corporation in any manner whatsoever to
any contract, agreement, undertaking, commitment or other obligation.

         6. Compensation. In lieu of cash compensation, the Corporation shall
issue and deliver to Consultant 78,571 shares of the Corporation's common stock.



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         7. Services of Consultant Not Exclusive. The Consultant shall devote
such time as is necessary to fulfill his obligations to the Corporation
specified in this Agreement. The Consultant may represent, perform services for,
and be employed by, any additional persons as the Consultant, in the
Consultant's sole discretion, determines to be necessary or appropriate;
provided, however, that such performance by Consultant does not interfere with
Consultant's performance of services to the Corporation specified in this
Agreement.

         8. Relationship Created. The Consultant is not an employee of the
Corporation for any purpose whatsoever, but is an independent contractor. The
Corporation is interested only in the results obtained by the Consultant. The
Consultant shall have the sole and exclusive control of the manner and means of
performing. Accordingly, and without limitation, the Corporation shall not have
the right to require the Consultant to collect accounts, investigate customer or
shareholder complaints, attend meetings, periodically report to the Corporation,
follow prescribed itineraries, keep records of business transacted, make
adjustments, conform to particular policies of the Corporation, or do anything
else outside of requiring the Consultant to consult with the Corporation
concerning the development and implementation of the SafetyNet.(TM) All expenses
and disbursements, including, but not limited to, those for travel and
maintenance, entertainment, office, clerical and general administrative
expenses, that may be incurred by the Consultant in connection with this
Agreement shall be borne and paid wholly and completely by the Consultant, and
the Corporation shall not be in any way responsible or liable therefor.

         9. New Developments. Consultant agrees that all designs, plans,
reports, specifications, drawings, inventions, processes, and other information
or items produced by Consultant concerning the development and implementation of
the SafetyNet(TM) will be assigned to the Corporation as the sole and exclusive
property of the Corporation and the Corporation's assigns, nominees and
successors, as will any copyrights, patents or trademarks obtained by Consultant
while performing services under this Agreement concerning the development and
implementation of the SafetyNet(TM). On request and at the Corporation's
expense, Consultant agrees to help the Corporation obtain patents and copyrights
for any new developments. This includes providing data, plans, specifications,
descriptions, documentation, and other information, as well as assisting the
Corporation in completing any required application or registration.

         10. Non-Disclosure of Proprietary and Confidential Information By
Consultant. During the term of this Agreement, Consultant may have access to
Corporation Proprietary Information (as used in this Agreement, the term
"Corporation Proprietary Information" shall mean and include, without
limitation, any and all marketing and sales data, plans and strategies,
financial projections, client lists, prospective client lists, promotional
ideas, data concerning the Corporation's services, designs, methods, inventions,
improvements, discoveries, designs whether or not patentable, "know-how",
training and sales techniques, and any other information of a similar nature
disclosed to Consultant or otherwise made known to Consultant as a consequence
of or through this Agreement during the term hereof. The term Corporation
Proprietary Information shall not include any information that (i) at the time
of the disclosure or thereafter is or becomes generally available to and known
by the public, other than as a result of a disclosure by Consultant or any agent


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or representative of Consultant in violation of this Agreement, or (ii) was
available to Consultant on a non-confidential basis from a source other than the
Corporation, or any of the Corporation's officers, directors, employees, agents
or other representatives) or other information and data of a secret and
proprietary nature which the Corporation desires to keep confidential.
Consultant (and any of his affiliates, related entities, partners, agents and/or
employees) agrees and acknowledges that the Corporation has exclusive
proprietary rights to all Corporation Proprietary Information, and Consultant
hereby assigns to the Corporation all rights that he might otherwise possess in
any Corporation Proprietary Information. Except as required in the performance
of Consultant's duties to the Corporation, Consultant will not at any time
during or after the term hereof, directly or indirectly use, communicate,
disclose, disseminate, lecture upon, publish articles or otherwise put in the
public domain, any Corporation Proprietary Information. Consultant agrees to
deliver to the Corporation any and all copies of Corporation Proprietary
Information in the possession or control of Consultant upon the expiration or
termination of this Agreement, or at any other time upon request by the
Corporation. The provisions of this section shall survive the termination of
this Agreement.

         11. Non-Competition and Non-Circumvention by Consultant. In
consideration and recognition of the fact that Consultant has access to
Corporation Proprietary Information under the terms and provisions of this
Agreement and that the Corporation will be introducing Consultant to various
customers and potential customers, product manufacturers, retailers and
distributors, Consultant represents, warrants and covenants to the Corporation
as follows:

                  (a)      Consultant shall at no time disclose to any person,
                           without the Corporation's prior written consent, any
                           of the terms, conditions or provisions specified in
                           this Agreement unless such disclosure is lawfully
                           required by any federal governmental agency or is
                           otherwise required to be disclosed by law or is
                           necessary in any legal proceeding regarding the
                           subject matter of this Agreement.

                  (b)      During the term of this Agreement, Consultant shall
                           not circumvent the Corporation for the purpose of
                           transacting any business with any person or entity
                           which business shall interfere with any relationship
                           whatsoever between such person or entity and the
                           Corporation, or use any Corporation Proprietary
                           Information to compete with the business of the
                           Corporation. Consultant shall not solicit any of the
                           Corporation's employees, independent contractors or
                           agents for employment. Consultant shall not hire or
                           engage in any way, any enterprise or person that
                           competes with, or is engaged in a business
                           substantially similar to, the business of the
                           Corporation.

                  (c)      Consultant shall not for a period of two (2) years
                           immediately following the termination of this
                           Agreement with Corporation, either directly or
                           indirectly (i) make known to any person, firm or
                           corporation the names or addresses of any of the
                           Corporation's clients or any other information
                           pertaining to them or the Corporation's products or
                           services; (ii) call on, solicit, or take away, or
                           attempt to call on, solicit or take away any of the
                           Corporation's clients either on Consultant's behalf
                           or that of another person, firm or corporation.


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                  (d)      Consultant shall not, during the term hereof or for a
                           period of two (2) years following such term, enter
                           into an agreement or contract directly with any
                           manufacturer, retailer or distributor introduced to
                           Consultant by the Corporation for any services
                           provided by the Corporation herein or for any similar
                           services.

                  (e)      Consultant acknowledges and agrees that the
                           representations, warranties and covenants made by
                           Consultant and set forth in this section are material
                           and that the Corporation would not enter into this
                           Agreement without Consultant's making such
                           representations, warranties and covenants to the
                           Corporation.

                  (f)      Consultant acknowledges and agrees that any breach by
                           Consultant of the representations, warranties and
                           covenants contained herein will cause irreparable
                           harm and loss to the Corporation, which harm and loss
                           cannot be reasonably or adequately compensated in
                           damages in an action at law. Therefore, Consultant
                           expressly agrees that, in addition to any other
                           rights or remedies which the Corporation may possess,
                           the Corporation shall be entitled to injunctive and
                           other equitable relief to prevent or remedy a breach
                           of the representations, warranties and covenants made
                           by Consultant herein.

                  (g)      The terms and provisions of this section shall
                           survive the termination of this Agreement for a
                           period of two (2) years.


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         12. Indemnification. Each party shall defend and hold the other party
harmless from and against, and shall indemnify the other party for, any loss,
liability, damage, judgment, penalty or expense (including administrative costs
and expenses, attorney's fees and costs of defense) suffered or incurred by any
person, or to any property, in relation to any action or inaction taken by such
party, whether intentional, negligent or otherwise, or by any of such party's
affiliates, directors, officers, employees, representatives or agents (including
attorneys, accountants and financial advisors).

         13. Governmental Rules and Regulations. The provisions of this
Agreement are subject to any and all present and future statutes, orders, rules
and regulations of any duly constituted authority having jurisdiction of the
relationship and transactions defined by this Agreement.

         14. Notices. All notices, requests, demands or other communications
pursuant to this Agreement shall be in writing or by facsimile transmission and
shall be deemed to have been duly given (i) on the date of service, if delivered
in person or by facsimile transmission (with the facsimile confirmation of
transmission receipt serving as confirmation of service); or (ii) 48 hours after
mailing by first class, registered or certified mail, postage prepaid, and
properly addressed as follows:

         If to the Corporation:             Aegis Assessments, Inc.
                                            4100 Newport Place, Suite 660
                                            Newport Beach, CA 92660



         If to the Consultant:              Michael McBride
                                            15207 28th Avenue S.W.
                                            Seattle, WA 98166

or at such other address as the party affected may designate in a written notice
to such other party in compliance with this paragraph.

         15. Entire Agreement. This Agreement constitutes the final, complete,
and exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior oral and written, and all contemporaneous oral
negotiations, agreements, and understandings. This Agreement may be amended only
by an instrument in writing which expressly refers to this Agreement and
specifically states that such instrument is intended to amend this Agreement and
is signed on behalf of both parties.

         16. Execution in Counterparts. This Agreement many be executed in
several counterparts and by facsimile, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.



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         17. Choice of Law and Consent to Jurisdiction. All questions concerning
the validity, interpretation or performance of any of the terms, conditions and
provisions of this Agreement or of any of the rights or obligations of the
parties, shall be governed by, and resolved in accordance with, the laws of the
State of California. Any and all actions or proceedings, at law or in equity, to
enforce or interpret the provisions of this Agreement shall be litigated in
courts having situs within the State of California.

         18. Assignability. Neither party shall sell, assign, transfer, convey
or encumber this Agreement or any right or interest in this Agreement or
pursuant to this Agreement, or suffer or permit any such sale, assignment,
transfer or encumbrance to occur by operation of law without the prior written
consent of the other party.

         19. Consent to Agreement. By executing this Agreement, each party, for
himself, represents such party has read or caused to be read this Agreement in
all particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this Agreement.

         20. Attorney's Fees. In the event of a legal proceeding between the
parties to enforce a provision under this Agreement, the prevailing party to
such action shall be entitled to recover from the other party its reasonable
attorney's fees and costs for participating in the legal action.

         21. Severability. To the extent any provision of this Agreement shall
be determined to be unlawful or otherwise unenforceable, in whole or in part,
such determination shall not affect the validity of the remainder of this
Agreement, and this Agreement shall be reformed to the extent necessary to carry
out its provisions to the greatest extent possible. In the absence of such
reformation, such part of such provision shall be considered deleted from this
Agreement and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect. In furtherance and not
in limitation of the foregoing, should the duration or geographical extent of,
or business activities covered by any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, then such provision
shall be construed to cover only that duration, extent or activities which may
validly and enforceably be covered. To the extent any provision of this
Agreement shall be declared invalid or unenforceable for any reason by any
Governmental or Regulatory Authority in any jurisdiction, this Agreement (or
provision thereof) shall remain valid and enforceable in each other jurisdiction
where it applies. Both parties acknowledges the uncertainty of the law in this
respect and expressly stipulate that this Agreement shall be given the
construction that renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.


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         IN WITNESS WHEREOF the parties have executed this Agreement in
duplicate and in multiple counterparts, each of which shall have the force and
effect of an original, on the date specified in the preamble of this Agreement.


CORPORATION:                                                  CONSULTANT:

Aegis Assessments, Inc.,
a Delaware corporation


By:      /s/ Eric Johnson                            /s/ Michael McBride
         Eric Johnson                                    Michael McBride
Its:     President



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