Sales Commission Agreement

Exhibit 10.12


SALES COMMISSION AGREEMENT


THIS SALES COMMISSION AGREEMENT (this "Agreement") is entered into as of January 20, 2005 by and between Avante Holding Group, Inc., a Florida Corporation (the "Consultant"), and Alternative Construction Company, Inc., a Florida Corporation (the "Company").


WHEREAS, the Company desires to be assured of the association and services of the Consultant in order to avail itself of the Consultant's experience, skills, abilities, knowledge, and background and is therefore willing to engage the Consultant upon the terms and conditions set forth herein;


WHEREAS, the Consultant agrees to be engaged and retained by the Company upon the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises and the covenants, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:


1. Consulting Services. The Consultant agrees to provide sales leads (the "Services") to the Company, for the purchase of Structural Insulated Panels and components thereof. Sales Leads will be updated in Attachment A on a continual basis.


2. Term. The term of this Agreement shall commence as of the date hereof and shall be effective for a period of five (5) years (the "Term") with two automatic five-year extensions.


3. Direction, Control and Coordination. The Consultant shall perform the Services independently and without guidance and direction from the Company Board of Directors.


4. Dedication of Resources. The Consultant shall devote such time, attention and energy as is necessary to perform and discharge the Services in an efficient, trustworthy, and businesslike manner. The Company acknowledges that the Consultant has other duties outside of its duties under this Agreement.


5. Standard of Performance. The Consultant shall use his best reasonable efforts to perform the Services in a professional, efficient and effective manner. The Consultant shall perform the Services in conjunction and cooperation with the Company.


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6. Compensation. As compensation for performing the Services, the Company shall pay the Consultant ten cents ($0.10) per square foot sold to any lead provided by Avante Holding Group, Inc.


7. Expenses. The Company shall not reimburse the Consultant for any out-of-pocket expenses incurred in connection with the Services.


8. Confidential Information. The Consultant recogn ...