Lightspace Corp
EXHIBIT 10.17
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>3
<FILENAME>a5480019ex-1017.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
                                                                   Exhibit 10.17
                                    AGREEMENT

     This  Agreement  is effective  the 23nd day of August,  2007 by and between
LIGHTSPACE CORPORATION,  529 Main Street, Suite 330, Boston, MA 02129, telephone
617-379-0055, email  gflorindo@lightspacecorp.com,  herein "Lightspace"; and Joe
Parkinson, 123 West Highland View Drive, Boise, ID 83702, telephone 208-250-1033
(cell),  email  joeparkinson@qwest.net,  herein  "Parkinson." Such addresses and
telephone  numbers may be changed by notice to the other party.  This  agreement
supersedes any prior agreement between the parties.  It is a complete  agreement
binding on the parties, their heirs successors and assigns.

1. EXPENSES.  Lightspace will reimburse Parkinson immediately (within 10 days of
Parkinson submitting a request for reimbursement) for all out-of-pocket expenses
he incurs on behalf of Lightspace.

2. COMPENSATION.  Lightspace will compensate  Parkinson  immediately  (within 10
days of Parkinson  submitting a statement of days worked) for mutually  approved
part-time  consultation at the rate of $2,500 per day for any day that Parkinson
devotes substantial time to Lightspace, including travel time.

3. WARRANTS.  Lightspace  agrees to grant  immediately to Parkinson  warrants at
such time as Parkinson  expresses by written  notice (email or letter by mail or
fax) to  Lightspace  a  willingness  to  serve  on the  board  of  directors  of
Lightspace. Such warrants will be collectively for 3.5% (1,362,085) of the fully
diluted  shares of  Lightspace at the time of the grant.  The exercise  price of
warrants as issued will be the current fair market value of the common shares at
the time the  warrants are issued to  Parkinson.  "Fully  diluted"  includes all
shares,  including  without  limitation  those  outstanding  or  to  be  issued,
warrants,  rights,  options  or other  claims on the stock of  Lightspace.  Said
warrants  will lapse after 5 years and vest pro rata over 4 years at the rate of
1/48 each month in accordance with the aforementioned  order. They cease to vest
at any time  Parkinson  or  Lightspace  gives notice to the other party that the
consultation  is  terminated  (and  either  party is free to  terminate  at will
without  justification  or  recourse).  In the event  that  there is a change of
control  (more  than  35% is owned  by any  group  acting  in  concert  or as an
individual),  other than Orin Hirschman, then all of the aforementioned warrants
become fully vested. After notice from Parkinson, Lightspace will issue warrants
in written form signed by the appropriate officers to Parkinson reflecting these
terms. Parkinson (or his representative in the event of his disability or death)
has one year after termination to exercise and buy the shares vested at the time
of termination by notice to Lightspace  followed by payment to Lightspace within
30 days of notice by Parkinson of exercise (or he can buy vested shares any time
ahead of  termination).  As soon as a plan of options is in place,  then options
will be used in lieu of  warrants  and  will be tax free at the time of grant to
the extent reasonably possible.  To the extent reasonably  possible,  the shares
exercisable by the warrants and options  contemplated  herein will be registered
and freely tradable if Lightspace at the time has stock  registered with the SEC
which is freely tradable on public markets, and Lightspace will use best efforts
to keep its SEC filings  timely and effective as required by law during the time
the warrants and options are outstanding.

                           (Signature Page to Follow)

<PAGE>

4.  REPRESENTATION.   Lightspace  represents  that  there  are  adequate  shares
authorized  and in reserve to cover the  warrants  and any options  (and will be
maintained  until the warrants or options are  exercised or lapse) and that this
agreement is legal and  properly  approved.  Lightspace  has  independent  legal
counsel and is not relying on Parkinson for legal advice now or in the future.

     IN WITNESS WHEREOF, the parties have executed their agreement.

LIGHTSPACE CORPORATION                  JOE PARKINSON

By:  _________________________          By:  ____________________
        Gary Florindo, CEO                   Joe Parkinson, as an individual
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</DOCUMENT>
