Form of Consulting Agreement With Montiel Marketing Group

Exhibit 10.27

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this " Agreement" ) is made and entered into by and between Dickie Walker Marine, Inc., a Delaware corporation (" DWMA" ), having an office at 100 Wall Street, 15 th Floor,, New York, New York 10005 and Montiel Marketing Group, Inc. a California corporation with offices at 1405 So. Coast Highway, Oceanside, CA 92560 (" Consultant" ). WHEREAS, DWMA desires to engage Consultant, and Consultant agrees to be engaged, to provide certain services to DWMA as described herein; NOW, THEREFORE, in consideration of the promises and mutual agreements herein, Consultant and DWMA agree to the following terms and conditions: 1. Consultant' s Engagement

1.1. DWMA hereby engages Consultant, and Consultant agrees to be engaged, on the terms and conditions set forth in this Agreement to perform consulting and advisory services to DWMA. The services to be performed will be calculated to assist DWMA in winding up the business previously conducted by DWMA, and will include collection of accounts receivable, obtaining refunds of prepaid deposits, handling accounts payable that resulted from the prior business, coordinating communications with DWMA that pertain to the prior business or operations of DWMA, including forwarding mail and other communications to the appropriate personnel at DWMA (the " Services" ). The Services will be performed primarily by Gerald Montiel.

1.2. Consultant is solely responsible for determining the manner in which the Services are to be accomplished, provided that Consultant shall undertake and accomplish the Services in accordance with standards acceptable to DWMA. In carrying out the Services, Consultant shall maintain liaison with such DWMA personnel as DWMA may designate (the " Liaison" ). 2. Independent Contractor Status

2.1. Consultant shall be an independent contractor and Consultant acknowledges and confirms to DWMA his status as an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, partnership, agency or employee/employer relationship between the parties for any purpose, including but not limited to taxes or employee benefits. Consultant understands and agrees that during his assignment to DWMA, Consultant will be solely responsible for: (i) complying with all federal, state and local laws, ordinances, regulations and orders with respect to the performance of Services, (ii) paying all filing fees and federal, state and local taxes (including income tax, self-employment tax, FICA, FUTA and other taxes applicable to his services to DWMA under this Agreement, (iii) paying all amounts required under local, state and federal workers' compensation acts, disability benefit acts, unemployment insurance acts and other employee benefits acts when due.

2.2. Consultant understands and acknowledges that because Consultant is an independent contractor for all purposes and not an employee of DWMA, Consultant is not entitled to and will not be provided with any benefits now given by DWMA to, or hereafter declared for the benefit of, DWMA employees, officers, directors or shareholders. For further clarity, Consultant acknowledges and agrees that he shall have no interest in or claim or entitlement to any retirement, pension, 401(k), health care, or other benefit plan maintained by DWMA for its employees, officers, directors, or shareholders. 3. No Power to Act on Behalf of DWMA

3.1. Consultant shall not have any right, power or authority to create any obligation, express or implied, or make representation on behalf of DWMA, and Consultant shall not hold himself out to the public or to any DWMA customer, vendor or other party as h ...