THIS AGREEMENT made as of this 17th day of July, 2000, by and between eCalton.com, Inc., a corporation
organized and existing under and by virtue of the laws of the State of Delaware (the "Company") and Robert E.
Naughton (the "Consultant").
WHEREAS, the Company desires to retain Consultant to provide specified consulting services and Consultant
desires to be retained to provide such services under the terms and conditions set forth in this Agreement:
W I T N E S S E T H:
Section 1. APPOINTMENT. The Company hereby retains Consultant to provide advice and consultation with
respect to (a) the development of an information technology consulting business (the "Business"), (b) the
establishment of an office in Houston, Texas (the "Houston Office") to provide information technology consulting
services, (c) the identification and solicitation of potential employees of the Company to staff the Houston Office
and (d) such other matters related to the foregoing as the Company may reasonably request.
Section 2. COMPENSATION.
(a) In consideration of all services to be performed by Consultant hereunder, the Company shall pay Consultant
at the rate of Ten Thousand Eight Hundred Twenty-Nine Dollars ($10,829) per month on the last business day of
each month this Agreement is in effect beginning on the last business day of the month immediately succeeding the
date of the signing of this Agreement (the "Payment"). For the month of July 2000 or in the event that this
Agreement terminates for any reason and the Consultant is entitled to be paid for services rendered for a period
of less than one month, then the Company shall be obligated to pay a pro-rata portion of the $10,829 monthly
fee based upon the number of days of service rendered.
(b) In the event that during the term of this Agreement the Houston Office (i) generates gross revenues of not less
than $135,000 per month, (ii) achieves a gross profit margin of 36% or more after taking into account a $26,000