Business Development Agreement

Exhibit 10.13 - Business Development Agreement (Lighthouse Advisors, Inc.)


BUSINESS DEVELOPMENT AGREEMENT


THIS BUSINESS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of August 26, 2004 by and between WWAP, INC., a Delaware corporation (the "Company"), and LIGHTHOUSE ADVISORS, INC., a Delaware corporation ("Lighthouse").


RECITALS:


WHEREAS, the Company desires to engage Lighthouse, and Lighthouse desires to be engaged by the Company, to provide certain business development services in accordance with and subject to the terms and conditions of this Agreement.


NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


AGREEMENT:


ARTICLE 1.
ENGAGEMENT


1.1. Engagement. The Company hereby engages Lighthouse, and Lighthouse hereby accepts such engagement.


1.2. Services. Upon the request of the Company, Lighthouse shall perform the services set forth on Exhibit "A" hereto.


1.3 Appointment to Advisory Board. During the Term (as defined below), the Company agrees to appoint Jay Wright and Kurt Gordon to the Company's advisory board. In such capacity, the principals shall periodically advise the Company on the matters described in Exhibit "A" hereto.


ARTICLE 2.
TERM OF ENGAGEMENT


2.1. Term. The engagement of Lighthouse pursuant to the terms hereof shall commence on the date hereof and shall continue for a period of twelve (12) months at which time this Agreement shall continue on a month-to-month basis until terminated by either party by providing thirty (30) days prior written notice to the other party (the "Term").


2.2. Independent Consultant. The Company and Lighthouse acknowledge and agree that Lighthouse is an independent contractor and that nothing in this Agreement is intended to cause Lighthouse to be a fiduciary, agent, joint venturer, legal representative, partner or servant of the Company for any purpose whatsoever. Lighthouse agrees that the Company shall in no event assume liability for or be deemed liable hereunder as a result of any contract, agreement, understanding, debt or obligation entered into by Lighthouse on the Company's behalf without the Company's prior written consent. Lighthouse shall be solely responsible for and shall pay all taxes, assessments, and fees incident to the performance of his obligations pursuant to this Agreement.


ARTICLE 3.
COMPENSATION OF CONSULTANT


3.1. Compensation. As compensation ...