THIS CONSULTING AGREEMENT (this "Agreement"), dated as of May 4, 2006, is entered into by and
between Neah Power Systems, Inc., having a principal place of business at 22122 20h Ave SE, Suite 161,
Bothell, WA 98021 (the "Company"), and MTBSolutions, Inc., having a principal place of business at 2540 N.
First Street, Suite 316, San Jose, CA 95131-1016 (the "Consultant").
The Company wishes to engage the Consultant to provide consulting services on the terms set forth herein, and
the Consultant is willing to provide such services on such terms.
NOW, THEREFORE, IT IS AGREED:
1. DUTIES AND SERVICES. The Consultant shall provide such consulting services as described on EXHIBIT
A, and such other services as may be mutually agreed upon by the parties from time to time (the "Services").
Performance of the Services shall be governed by the terms and conditions of this Agreement.
2. TERM AND TERMINATION. This Agreement shall continue in effect and govern the terms and conditions
of the Services until terminated by either party upon thirty (30) days' prior written notice. Notwithstanding the
preceding, Consultant shall not terminate this Agreement until all mutually agreed upon Services have been
3. COMPENSATION. As compensation for the Services to be provided hereunder, and conditioned upon
Consultant's performance of such services, the Consultant shall be entitled to fees as set forth on EXHIBIT A.
4. INDEPENDENT CONTRACTOR. The Consultant's relationship with the Company is that of an independent
contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency,
joint venture or employment relationship. Accordingly, the Consultant will not be entitled to any of the benefits
that Company may make available to its employees; and the Consultant is solely responsible for, and will file, on
a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or