Services

WAKABAYASHI is hereby engaged by PYTHAGORAS GROUP INC., to provide capital funding services (non-exclusive) including serving as an investment banking liaison, and acting as capital consultant for a six month period from the date hereof. WAKABAYASHI shall contact institutional investors, arrange presentation of the Company, assist in restructuring PYTHAGORAS GROUP INC.’s business plan for presentation and arrange conferences with capital sources (the “term”).

WAKABAYASHI is engaged to provide capital structure, working capital, equipment financing, merger and acquisition, and reorganization consulting services to PGI ENERGY, INC for purposes of attempting to capitalize the company for a six month period from the date hereof.

Compensation

PGI ENERGY, INC hereby agrees to pay WAKABAYASHI for the services set forth in Paragraph 1, the following items:

Recognizing that WAKABAYASHI has extensive sources of venture capital, coupled with brokerage industry contacts, PGI ENERGY, INC hereby agrees to pay WAKABAYASHI for the consulting services set forth in Paragraph 1(a) a success fee of seven percent (7%), inclusive of all fees, in cash of the amount of capital raised as a result of contacts by WAKABAYASHI. Such fees shall be due at closing of any transaction in which WAKABAYASHI has acted as the introducing person. Any party so introduced to PGI ENERGY, INC shall be pre-approved in writing by PGI ENERGY, INC and a list of introductions shall be maintained by consultant.

Termination of Agreement

Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary

Upon the other party taking the benefit of any insolvency law

Upon the other party having or applying for a receiver appointed for either party; and/or written notice by one party to the other party

Notices

All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and / or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice.

Attorney Fees

In the event either party is in default of the terms or conditions of this Consulting Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition.

Time is of the Essence

Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder.

Inurement

This Consulting Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, and consultant cannot assign this agreement.

Entire Agreement

This Consulting Agreement contains the entire agreement of THE PARTIES. It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement. This Agreement supersedes all previous agreements.

Amendments

This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon by and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES.

Waivers

No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition.

Non-Waiver

The failure of either party, at any time, to require any such performance by any other party shall not be construed as a waiver of such right to require such performance, and shall in no way affect such party’s right to require such performance and shall in no way affect such party’s right subsequently to require a full performance hereunder.