This Consulting Agreement made this 25th day of April, 2006 by and between Neah Power Systems, Inc. (the
"Company"), a corporation located at 22122 20th Ave SE, Suite 161, Bothell, Washington 98021 and APEX
Strategies, Inc. (the "Consultant"), a management consulting company with offices located at 21351 Ridgetop
Circle, Suite 300, Dulles, VA 20166.
The Company is engaged in the business of researching and developing fuel-cell-based electrical power solutions,
with the objective of eventually manufacturing and marketing such solutions to customers, and, in furtherance of
that business, desires to engage the Consultant, which is engaged in the business of assisting companies in
establishing and growing a Public Sector customer base.
In consideration of the mutual terms, conditions and covenants hereinafter set forth, the parties agree as follows:
1. The Company engages the Consultant to perform the following:
A. Assisting the Company in strategic and tactical planning in establishing and growing a Public Sector (United
States (U.S.) Government (Federal) / State / Local) customer base.
B. Assisting the Company in preparing proposals to obtain Public Sector contracts for the Company;
PROVIDED that the Consultant is not required to continually expend more than 60 hours per week in preparing
C. Assist the Company as needed in establishing, implementing, maintaining and performing security, contract
management and operational procedures for the award, implementation and ongoing administration of Public
2. Unless sooner terminated in the manner set forth below, this Agreement will continue in full force and effect for
twelve (12) months from the date hereof and may be renewed by the Company for an additional twelve (12)
month period on the terms stated herein.
3. For the services performed hereunder, the Company will pay the Consultant compensation limited to the
A. An immediate retainer in the amo