Consulting Agreement

CONSULTING AGREEMENT


This CONSULTING AGREEMENT (" Agreement" ) is made and entered into this 15th day of February, 2006, by and between ALCHEMY ENTERPRISES, LTD. , a corporation organized in the State of Nevada (" AHMY" or " Company" ), and UNIVERSAL POWER VEHICLES CORPORATION , a corporation organized in the State of Nevada, (" UPV" or " Consultant" ).


Consultant shall serve as an independent contractor of the Company and shall be responsible for rendering services and advice to the Company on the following terms and conditions:


1. SERVICES.


1.01 Consultant shall use their best efforts to render services and advice to the Company as reasonably needed, and, to do and perform all necessary or advisable services or acts to fulfill the duties and obligations required by the terms of this Agreement, subject at all times to the policies set by the Company' s Board of Directors and to the consent of the Board when required by the terms of this Agreement.


1.02 Best Efforts Covenant. Consultant will, to the best of their ability, devote their full professional and business time and best efforts and full cooperation to the performance of their duties for the Company and its subsidiaries and affiliates as follows:


(a)

Delivery from Howard Foote (" Foote" ), Elliott Winfield (" Winfield" ) and UPV to the Company of an electric power cell system that is determined to be commercially and technologically viable for mass production as proven through a bench demonstration of the electric power cell with an output of 50-78kw (" Triggering Event" ).


(b)

Continued development and expansion of the electric power cell system technology for use in all areas of energy storage and usage.


In the event the Triggering Event is not attained within a period of three (3) years from the date of this Agreement due to either (a) a lack of best efforts, (b) abandonment of the project by Messrs. Foote and/or Winfield or (c) termination and/or breach of this Consulting Agreement, UPV, Foote and Winfield, jointly and severally, are responsible for reimbursing AHMY any funds expended by AHMY together with interest on the principal amount accrued at the rate of fifteen percent (15%) per annum (computed on the basis of a 365-day year and the actual days elapsed) beginning three (3) years from the date of this Agreement until paid.


2. TERM. The term of this Agreement shall be for a period of three (3) years (" Term" ), beginning on the date this Agreement is executed by the parties (" Effective Date" ) unless otherwise provided herein. UPV agrees to retain Foote and Winfield for the term of this Agreement and they will personally perform the Services set forth in Section 1 of this Agreement. This Agreement may be terminated earlier as herein provided. The parties agree that termination of the performance of duties by Consultant under this Agreement does not, under any circumstance, terminate any of the obligations of either party under this Agreement except the obligation of the Company to use the services of Consultant and the obligation of Consultant to provide such services. All other obligations under this Agreement shall be terminated and/or satisfied only as otherwise indicated herein.


3. COMPENSATION.


3.1 COMPENSATION. As compensation for the services to be performed hereunder, the Company shall pay to Consultant a fee in the amount of Two Hundred Thousand Dollars and No Cents ($200,000), less taxes and other normal withholdings (" Compensation" ).


3.2 PREPAID COMPENSATION. One-Half of the Compensation ($100,000) shall be paid in advance to Consultant on the Effective Date. The remainder of the Compensation ($100,000) shall be paid in equal monthly


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installments beginning the seventh (7th) month after the Effective Date.


4. INDEPENDENT CONTRACTOR. The parties agree that:


4.1 No relationship of employer and employee is intended or created by this Agreement. Consultant shall act as an independent contractor and shall have no claim under this Agreement or otherwise against the Company for vacation pay, sick leave, retirement benefits, Social Security, Worker's Compensation, disability or unemployment insurance benefits, or employee benefits of any kind.


4.2 Consultant, as an independent contractor, is responsible for the payment of all federal, state, local and employment taxes that may arise as a result of monies or other benefits paid. In the event that it is finally determined by the proper tax authority that Consultant is not an independent contractor but an employee of the Company, then the Company shall have the right to deduct or withhold from the compensation due to Consultant hereunder any and all sums required for federal income, Social Security taxes and all state or local taxes now applicable or that may be enacted and become applicable in the future.


5. TERMINATION. This Agreement may be terminated as follows:


5.1 On any specified agreed date, if the Company and Consultant shall mutually agree in writing to terminate this Agreement.


5.2 Upon expiration of the term of this Agreement, provided either party gives prior written notice to the other party of that party's decision not to renew this Agreement.


5.3 The Company in its sole discretion may terminate this Agreement immediately upon any of the following:


5.3.1 Foote or Winfield has been disabled for a period of six (6) months. Disability shall be defined as any infirmity that prevents Consultant from being able to perform obligations required under this Agreement.


5.3.2 On the dissolution of Consultant.


5.3.3 The adoption by the Company of a plan to terminate its business and liquidate its assets, or, if the Company is ordered to be liquidated pursuant to a judicial proceeding.


5.3.4 In the event of any merger or consolidation or transfer of assets. The Company's rights, benefits, and obligations hereunder may be assigned to the surviving or resulting corporation or the transferee of the Company's assets.


5.3.5 The insolvency of the Company.


5.3.6 If Consultant fails, refuses or neglects to perform faithfully or diligently the duties of the Agreement, or for any reason that is deemed to be for cause under Arizona law.


5.3.7 If Consultant violates any of the provisions of this Agreement.


5.3.8 If Consultant commits an act of dishonesty, fraud, misrepresentation, or moral turpitude.


6. OBLIGATIONS AFTER TERMINATION. In the event of termination of this Agreement, the Company shall be obligated only to pay for the compensation earned by Consultant prior to termination. Consultant shall remain obligated to comply with the terms of this Agreement and any other arrangement or contract with the Company for the less of a period of one (1) year or the expiration of any enforceable arrangement or contract. During the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement for any reason, Consultant agrees to the following terms and conditions:


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6.1 Consultant shall not directly or indirectly make known to any person, firm, or corporation the names or addresses of any of the customers of the Company or any other information pertaining to them or call on, solicit, take away, or attempt to call on, solicit, or take away any of the customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement, either for himself or for any other person, firm, or corporation.


6.2 Not to engage or participate in any trade or business competing with or similar in nature to the business of the Company, in the States of California and Arizona, for following termination.


7. CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE


7.1 Any and all information, written or oral, relating directly or indirectly to the business, operations, services, facilities, methodologies, technologies, intellectual property, research and development, sources of information, advertising and promotional plans, customers, clients and suppliers of the Company supplied to Consultant, any of the principal executives, management, shareholders or subsidiaries of Consultant, consultants and authorized agents of Consultant by or on behalf of the Company, or otherwise acquired during the course of dealings between the parties or otherwise, shall be deemed "Confidential Information."


7.2 The Company and Consultant acknowledge and agree that Consul ...