Exhibit 10.12

CONSULTING AGREEMENT

THIS AGREEMENT made as of March 15, 2010 (the “Effective Date”),

RECITALS:

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EX, SCI and Smith hereby agree as follows:

Article I. ENGAGEMENT AND SERVICES

Subject to the terms and conditions herein contained, Smith will serve as Chief Financial Officer of EX or, subject to Section 1.04 hereto, in a position reporting directly to the Chief Executive Officer of EX, which services shall include, but are not limited to, the Designated Services. The parties specifically acknowledge and agree that formal changes of the Designated Services, as contained in this Agreement, will be at the sole discretion of the Board of Directors of EX, not to include the vote of Smith should he be a member of the Board of Directors of EX.

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In addition to the compensation described in Article II herein, the Company shall reimburse Smith for the actual and reasonable out-of-pocket expenses incurred by Smith in connection with the performance of Designated Services hereunder. Smith will be reimbursed for all traveling and other out-of-pocket expenses actually and properly incurred by Smith in connection with the duties hereunder, including but not limited to, travel, accommodations, meals and entertainment. Company specifically agrees to reimburse Smith for Smith’s cellular phone usage. For all such expenses, Smith will furnish to EX statements and vouchers.

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Article II. COMPENSATION

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As material inducement for Smith to enter into this Agreement and to join EX as its Chief Financial Officer, the Company shall issue to Smith or his assignees the following securities of the Company subject to the terms and conditions set forth below:

If at any time there is capital reorganization, reclassification or change of outstanding shares (other than change in the par value thereof) of the Company or an event of any consolidation, merger or amalgamation of the Company with or into any other corporation, or in the event of any sale of the property of the Company as or substantially as an entirety, Smith will have the right to receive the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which other holders of no par value Class A common stock receive as a result of such event.

During the term of this agreement Smith shall be entitled to similar benefits as are generally available to other employees of EX. At his sole option Smith may opt out of any Company medical insurance plan and receive reimbursement for medical insurance coverage as maintained by Smith outside of EX in an amount equal to that which would be paid by EX to cover Smith under the Company’s medical insurance plan.

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Article III. COVENANTS AND REPRESENTATIONS OF SCI

Subject to Sections 1.02, 1.03 and 1.05 herein and timely delivery of all compensation due Consultant as set forth under Article II herein, Smith shall devote his time, attention and ability to the business of Company and will well and faithfully serve Company and will use his best efforts to promote the interests of Company.

Consultant shall at all times during the performance of Designated Services hereunder be an independent contractor, maintaining sole and exclusive control over his business and operations. At no time will Consultant or its employees or subcontractors hold themselves out to be the agent, employee, lessee, sub lessee, partner or joint venturer of Company. Neither party hereto shall have the express or implied right or authority to assume or create any obligation on behalf of or in the name of the other party, or to bind the other party in regard to any contract, agreement or undertaking with any third party. In the performance of all services hereunder Consultant shall comply with all applicable laws and regulations.

Upon any termination of this Agreement, Consultant will at once deliver or cause to be delivered to Company all books, documents, money, securities, and records of Confidential Information (as defined in Section 5.02 herein) or copies thereto belonging to Company or for which Company is liable to others, which is in the possession, charge, control or custody of Consultant.

Article IV. COVENANTS AND REPRESENTATIONS OF COMPANY

The Company represents and warrants to Consultant that this Agreement has been duly authorized, executed and delivered by the Company, and, assuming due execution by Consultant, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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The Company agrees to cause any other corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, or other entity of any kind (a “Person”) to: (i) become bound by the terms of this Agreement and any and all other agreements by and between EX and Smith and EX and SCI (jointly and severally, the “Smith Agreements”); and (ii) to assume the Company’s obligations under the Smith Agreements; and (iii) to agree to perform the Company’s obligations under the Smith Agreements in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a “Change of Control”, as that term is hereinafter defined.

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For purposes of this Agreement Change of Control shall be defined as: (i) the event of any acquisition after the date hereof of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 51% of the voting securities of the Company (other than by means of conversion or exercise of the Company’s Series A Preferred Stock); or (ii) the Company’s merger into or consolidation with any Person, or any Person’s merger into or consolidation with the Company after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 51% of the aggregate voting power of the Company, or (iii) the Company’s sale or transfer of all or substantially all of its assets to another Person, or (iv) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iii) above.

During the term of this Agreement and any Extension thereof EX shall maintain Directors and Officers insurance coverage in an amount of not less than One Million dollars ($1,000,000) with Smith as a named insured under the policy. Smith shall have no obligation to contribute any amounts in excess of those provided for in Section 4.02 herein to any deductable amounts due under the policy and if so required EX shall pay any deductable amounts attributable to Smith, in excess of those provided for in Section 4.02 herein, on Smith’s behalf.

Article V. MUTUAL COVENANTS OF CONSULTANT AND COMPANY

Notwithstanding any termination of this Agreement for any reason whatsoever and with or without cause, the provisions of Sections 1.03, 1.04, 2.02, 3.03, 4.02, 4.03, 5.02, 6.02, 6.04, 6.05, 6.06, 6.07 and 6.08 herein and this Section 5.01 and any other provisions of this Agreement necessary to give efficacy thereto will continue in full force and effect following such termination.

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Article VI. MISCELLANEOUS

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement.

This Agreement will ensure to the benefit of and be binding upon the successors and permitted assigns of Company and Consultant respectively and upon their successors, assigns, heirs, executors, administrators and legal representatives. Consultant may not assign the whole or any part of his rights hereunder without the prior written consent of Company.

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This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereto and cancels and supersedes any prior understandings and agreements between the parties. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereto and the remaining part of such provision and all other provisions hereto will continue in full force and effect.

Section 4.02 herein notwithstanding, in the event of any litigation arising from or related to this Agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorney’s fees, expert’s fees and other related expenses.

Any demand, notice or other communication (a “Notice”) to be given in connection with this Agreement will be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:

Securities Compliance Inc.

Mark Smith, Chief Executive Officer

439 W. Plumb Lane

Reno, NV 89509

Fax: 415446-4124

439 W. Plumb Lane

Reno, NV 89509

Fax: 415446-4124

700 Larkspur Landing Circle, Suite 199

Larkspur, Ca 94939

Fax: 415-            

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or such other address or individual as may be designated by notice by either party to the other. Any Notice given by personal delivery will be deemed to have been given on the day of actual delivery thereto and, if made or given by registered mail, on the fifth day following the deposit thereto in the mail.

This Agreement will be governed by the laws of the State of California. The Company and Consultant agree that except with respect to actions brought by third parties, they irrevocably submit to the jurisdiction of any court of the State of California for the purpose of any suit, action or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against the Company. Each of the Company (and, to the ex-tent permitted by law, on behalf of the Company’s equity holders and creditors) and Consultant hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement.

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such facsimile or counterpart so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the date as set out on the first page of this Agreement.

IN WITNESS WHERETO the parties hereto have executed this Agreement as of the day and year first above written.

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