ADVISORY BOARD AGREEMENT

Eclipse Identity Recognition Corporation

Advisory Board Agreement

Page 1 of 7

____________________________________________________________________________________Jennifer Fisher

ECLIPSE IDENTITY RECOGNITION CORPORATION

ADVISORY BOARD AGREEMENT

THIS ADVISORY BOARD AGREEMENT (the “Agreement”) is made effective as of _______,Feb 2

2012 (the "Effective Date") by and between Eclipse Identity Recognition Corporation (the

"Company"), organized under the laws of the State of Delaware, United States of America, and

_______________________Jennifer Fisher

(the "Advisor", “You”, “Your”).

RECITALS

A. Company desires to obtain the services of Advisor to serve on the Company’s Board of Advisors (the

“CBA”), and the Advisor desires to serve on the CBA, upon the following terms and conditions.

B. Company has spent significant time, effort, and money to develop certain Business Strategies and

Plan, including but not limited to Proprietary Information (as defined below), which Company considers

vital to its business and goodwill.

C. The Business Strategies and Plan, including but not limited to Proprietary Information may

necessarily be communicated to or received by Advisor in the course of serving on the CBA for the

Company, and Company desires to obtain the Services of Advisor, only if, in doing so, it can protect its

Proprietary Information and goodwill.

D. Company does not, however, desire to receive from Advisor, or for Advisor to either induce

the use of or use in connection with the performance of the Services, any information which is

confidential to or ownership of which resides in a third party, whether acquired either prior to or

subsequent to Advisor's retention hereunder.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Advisory Board Member and Term and Termination. Company hereby appoints Advisor to

serve on Company’s Advisory Board and shall perform the Services per this Agreement. The term of

this Agreement (the “Term”) shall be the period commencing on the Effective Date and will continue for

a term of one (1) year, to renew annually automatically, unless terminated upon thirty (30) days prior

written notice delivered by either party to the other for any reason. Upon any termination of the Services

as provided in the preceding sentence, this Agreement shall terminate except that the provisions set forth

in Sections 4, 5 and 7 of this Agreement shall survive such termination.

____________________________________________________________________________________________________

Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, PMB 525, Los Gatos, CA. 95032 United States *

* Tel: 408-916-1480 * Fax: 408-317-1717 * www.eclipseir.com *

* Fax, mail or email sign document to: legal@eclipseir.com

Eclipse Identity Recognition Corporation

Advisory Board Agreement

Page 2 of 7

____________________________________________________________________________________Jennifer Fisher

2. Position, Duties, Responsibilities.

a. Duties. Advisor shall perform those services (“Services”) as reasonably requested by the Company

from time to time, including but not limited to the Services described on Exhibit A attached hereto.

Advisor shall devote Advisor's commercially reasonable efforts and attention to the performance of the

Services for the Company on a timely basis. Advisor shall also make himself available to answer

questions, provide advice and provide Services to the Company upon reasonable request and notice from

the Company. As an Advisor, Advisor does not have authority to vote on corporate matters. Advisory is

deemed an independent contractor per section six (6) of this Agreement.

3. Compensation and Expenses.

a. Compensation. As full and complete consideration of the Services to be rendered hereunder, the

Company shall pay Advisor the Compensation described on Exhibit A attached hereto.

b. Out of Pocket Expenses/Reimbursement of Expenses. Company shall not reimburse Advisor for

any out of pocket expenses and costs incurred by Advisor in connection with any Services specifically

requested by Company and actually performed by Advisor pursuant to the terms of this Agreement

unless agreed upon between Company and Advisor that certain expenses will be reimbursed only upon

prior written approval by Company.

c. The terms and compensation of this Advisory Board Agreement are deemed confidential.

4. Confidentiality; Proprietary Information; Work Product; Non-Disclosure.

a. Confidential Information. As used in this Agreement, “Confidential Information” means all

nonpublic information disclosed by or relating to the Company that is designated as confidential or that,

given the nature of the information or the circumstances surrounding its disclosure, reasonably should be

considered as confidential. Confidential Information includes any information Company has conceived,

developed and owns, and continues to conceive and develop, certain property rights and information,

including but not limited to its business plans, strategies, objectives, and ideas, client and customer

information, financial projections, marketing plans, marketing materials, logos, and designs, sales

information, business development strategies, product plans and designs and deployment, technical data,

inventions, future inventions, processes, methods, data, know-how, algorithms, formulae, franchises,

databases, computer programs, computer software, user interfaces, source codes, object codes,

architectures and structures, display screens, layouts, development tools and instructions, templates, and

other trade secrets, trade names, trademarks, copyrights, patents, other intellectual property, intangible

assets and industrial or proprietary property rights which may or may not be related directly or indirectly

to Company's software business and all documentation, media or other tangible embodiment of or

relating to any of the foregoing and all proprietary rights therein of Company (all of which are

hereinafter referred to as the "Proprietary Information"). Although certain information may be generally

known in the relevant industry, the fact that Company uses it may not be so known. In such instance, the

____________________________________________________________________________________________________

Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, PMB 525, Los Gatos, CA. 95032 United States *

* Tel: 408-916-1480 * Fax: 408-317-1717 * www.eclipseir.com *

* Fax, mail or email sign document to: legal@eclipseir.com

Eclipse Identity Recognition Corporation

Advisory Board Agreement

Page 3 of 7

____________________________________________________________________________________Jennifer Fisher

knowledge that Company uses the information would comprise Proprietary Information. Furthermore,

the fact that various fragments of information or data may be generally known in the relevant industry

does not mean that the manner in which Company combines them, and the results obtained thereby, are

known. In such instance, that would also comprise Proprietary Information.

b. General Restrictions on Use on Confidential and Proprietary Information. Advisor agrees to

hold all Confidential and Proprietary Information in confidence and not to, directly or indirectly,

disclose, use, copy, publish, summarize, or remove from Company's premises any Confidential or

Proprietary Information (or remove from the premises any other property of Company), except (i)

during the consulting relationship to the extent authorized and necessary to carry out Advisor's

responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as

specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall

not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time

of disclosure by Company; (y) information which Advisor can show was received from a third party

who lawfully developed the information independently of Company or obtained such information from

Company under conditions which did not require that it be held in confidence; or (z) information which,

at the time of disclosure, is generally available to the public.

c. Ownership of Work Product. All Work Product shall be considered work(s) made by Advisor for

hire for Company and shall belong exclusively to Company and its designees. If by operation of law,

any of the Work Product, including all related intellectual property rights, is not owned in its entirety by

Company automatically upon creation thereof, then Advisor agrees to assign, and hereby assigns, to

Company and its designees the ownership of such Work Product, including all related intellectual

property rights. "Work Product" shall mean any writings (including excel, power point, word, PDF,

emails, etc.), programming, documentation, data compilations, reports, plans, designs, drawings, and

any other media, materials, or other objects produced as a result of Advisor's work or delivered by

Advisor in the course of performing that work.

d. Incidents and Further Assurances. Company may obtain and hold in its own name copyrights,

registrations, and other protection that may be available in the Advisor. Advisor agrees to provide any

assistance required to perfect such protection. Advisor agrees to also take all reasonable measures to

avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a

minimum, those measures it takes to protect his own confidential information of a similar nature.

Advisor agrees to take sure further actions and execute and deliver such further agreements and other

instruments as Company may reasonably request to give effect to this Section 4. Advisor will segregate

Confidential Information from the confidential materials of third parties to prevent commingling.

Advisor may use Confidential Information only in pursuance of his relationship with the Company.

Except as expressly provided in this Agreement, Advisor will not disclose Confidential Information to

anyone without Company’s prior written consent.

e. Return of Proprietary Information. Upon termination of this Agreement, Advisor shall upon

request by the Company promptly deliver to Company at Company’s sole cost and expense, all

____________________________________________________________________________________________________

Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, PMB 525, Los Gatos, CA. 95032 United States *

* Tel: 408-916-1480 * Fax: 408-317-1717 * www.eclipseir.com *

* Fax, mail or email sign document to: legal@eclipseir.com

Eclipse Identity Recognition Corporation

Advisory Board Agreement

Page 4 of 7

____________________________________________________________________________________Jennifer Fisher

drawings, designs, blueprints, manuals, specification documents, documentation, source or object codes,

tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, plans, and all other

materials in its possession or under its control relating to the Proprietary Information and/or Services, as

well as all other property belonging to Company which is then in Advisor's possession or under its

control. Notwithstanding the foregoing, Advisor shall retain ownership of all works owned by Advisor

prior to commencing work for Company hereunder, subject to Company's nonexclusive, perpetual, paid

up right and license to use such works in connection with its use of the Services and any Work Product.

f. Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is intended to limit any

remedy of Company under applicable state or federal law. At the request of Company, Advisor shall

also execute Company's standard "Confidentiality Agreement" or similarly named agreement as

such agreement is currently applied to and entered into by Company's most recent employees.

5. Non-Compete. During the Term, Advisor shall provide the Company with prior written notice if

Advisor intends to provide any services, as an employee, consultant or otherwise, to any person,

company or entity that competes directly with the Company, which written notice shall include the name

of the competitor. During the period of twelve (12) months post termination date of this Agreement,

Advisor shall provide the Company with written notice any time that Advisor provides any services, as

an employee, consultant or otherwise, to any person, company or entity that competes directly with the

Company. Notwithstanding anything to the contrary contained herein, Company hereby consents to

Consultant providing services, as an employee, consultant or otherwise, to the following companies.

6. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the

parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venturer, or

partner of Company for any purposes whatsoever. This Agreement shall not be interpreted as creating an

association, joint venture, or partnership relationship between the parties or as imposing any

employment, or partnership obligation, or liability on any party. Advisor shall not be entitled to, and

shall not attempt to, create or assume any obligation, express or implied, on behalf of Company. Advisor

is skilled in providing the Services. To the extent necessary, Advisor shall be solely responsible for any

and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby

represents, warrants and covenants that Advisor has the right, power and authority to enter into

this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the

Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or

constitute a default under, any contract, covenant or instrument under which Advisor is now or

hereinafter becomes obligated.

7. Miscellaneous.

a. Notices. All notices required under this Agreement shall be deemed to have been given or made for

all purposes upon receipt of such written notice or communication. Notices to each party shall be sent to

the address set forth below the party's signature on the signature page of this Agreement. Either party

____________________________________________________________________________________________________

Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, PMB 525, Los Gatos, CA. 95032 United States *

* Tel: 408-916-1480 * Fax: 408-317-1717 * www.eclipseir.com *

* Fax, mail or email sign document to: legal@eclipseir.com

Eclipse Identity Recognition Corporation

Advisory Board Agreement

Page 5 of 7

____________________________________________________________________________________Jennifer Fisher

hereto may change the address to which such communications are to be directed by giving written notice

to the other party hereto of such change in the manner provided above.

b. Entire Agreement. This Agreement and any documents attached hereto as Exhibits or Appendices

constitute the entire agreement and understanding between the parties with respect to the subject matter

herein and therein, and supersede and replace any and all prior agreements and understandings, whether

oral or written with respect to such matters. The provisions of this Agreement may be waived, altered,

amended or replaced in whole or in part only upon the written consent of both parties to this Agreement.

c. Severability, Enforcement. If, for any reason, any provision of this Agreement shall be determined

to be invalid or inoperative, the validity and effect of the other provisions herein shall not be affected

thereby, provided that no such severability shall be effective if it causes a material detriment to any

party.

d. Governing Law. The Agreement, and the performance or breach thereof, shall be governed by,

construed and interpreted in accordance with the laws of the State of California, United States of

America, without giving effect to principles of conflicts of law.

Any dispute, controversy, claim, or difference arising out of, or in connection with, or resulting from this

Agreement, its application or interpretation, or a breach thereof, which cannot be settled amicably by the

parties, shall be resolved definitively and exclusively by arbitration under the Rules of Procedure of the

American Arbitration Association (the "Rules") then prevailing for which arbitration shall determine

location for arbitration. Arbitration shall be by a single arbitrator chosen by the parties, provided that if the

parties fail to agree and to appoint such single arbitrator within thirty (30) calendar days after demand for

arbitration, then the arbitrator shall be chosen in accordance with the Rules. It is agreed that all

documentary submissions, presentations, and proceedings shall be in the English language. The decision of

the arbitrator shall be final and binding on the parties, and judgment upon any award rendered may be

entered in any court having jurisdiction thereof.

e. Injunctive Relief. The parties agree that in the event of any breach or threatened breach of any of the

covenants in Section 4, the damage or imminent damage to the value and the goodwill of Company's

business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages

inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against

Advisor in the event of any breach or threatened breach of any such provisions by Advisor, in addition

to any other relief (including damages) available to Company under this Agreement or under applicable

state or federal law for which Arbitrator shall award accordingly, including any costs and attorneys’ fees

incurred in connection with the arbitration.

f. Publicity. The Company shall, with prior written approval by Advisor, have the right to use the name,

biography and picture of Advisor on the Company’s website, marketing and advertising materials.

____________________________________________________________________________________________________

Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, PMB 525, Los Gatos, CA. 95032 United States *

* Tel: 408-916-1480 * Fax: 408-317-1717 * www.eclipseir.com *

* Fax, mail or email sign document to: legal@eclipseir.com