This CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of February 2005,
effective as of December 15, 2004 by and between Stratex Solutions, LLC (the "Consultant") and Innova
Holdings, Inc., a Delaware corporation (the "Company").
R E C I T A L S:
A. Company is in the primary business of developing, marketing and selling software products for use in the
operation of robots and automated systems for the industrial and service markets. The Company also designs and
sells computer hardware necessary to operate the software.
B. Consultant has certain business planning, financial and accounting experience that the Company believes to be
valuable to it.
C The Company desires to retain the Consultant and the Consultant desires to accept the engagement.
NOW THEREFORE, in consideration of the promises, mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Consultant do hereby agree as follows:
1. Scope of Engagement. On the terms and subject to the conditions set forth in this Agreement, the Company
agrees to retain the Consultant to perform such activities as may be assigned, from time to time, by the Company
and to render such additional services and supporting activities as the Company may, from time to time, stipulate.
2. Performance. The Consultant accepts the engagement described in Section 1 of this Agreement and agrees to
devote all of Consultant's business time and efforts to the faithful and diligent performance of the services
described herein, including the performance of such other services and supporting activities as the Company may,
from time to time, stipulate.
3. Term. The term of engagement as a consultant under this Agreement is effective as of December 15, 2004 (the
"Commencement Date") and shall remain in effect for a period of five (5) years from the date Consultant first
became a Consul