Exhibit 10.19
CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT is entered into on the 6th day of June 2008,
by
and between Ridgefield Acquisition Corp., a Nevada corporation,
having an
address at 100 Mill Plain Road, Danbury, Connecticut 06811
(hereinafter referred
to as the "Company"), and Catalyst Financial LLC, a New York
limited liability
company, having an address at 100 Mill Plain Road, Danbury,
Connecticut 06811
(hereinafter referred to as the "Consultant").
RECITALS
WHEREAS, the Company is a publicly traded company engaged in
seeking out
and identifying prospective target companies for mergers,
acquisitions, business
combinations, and similar transactions, and if investigation
warrants, to
negotiate and complete such a transaction with the target company;
and
WHEREAS, the Consultant is an investment banking firm and licensed
broker
dealer. The Company desires to engage the Consultant to identify
prospective
target companies for mergers, acquisitions, business combinations,
or similar
transactions, and to advise the Company in connection with the
negotiations and
financial structure of such transactions.
NOW,
THEREFORE, in consideration of the mutual promises set forth
herein,
the parties hereto agree as follows:
1.
Term. This Agreement shall commence on June 6, 2008 and shall
terminate
on January 31, 2010 (the "Term").
2.
Consulting Services. During the Term of this Agreement, the
Consultant
shall provide consulting services to the Company relating to the
management and
administration of the Company's business affairs and in connection
with the
Company=s acquisition strategy, the Consultant shall assist in
identifying and
investigating prospective target companies for mergers,
acquisitions, business
combinations and similar transactions, and, if investigation
warrants, advising
the Company concerning the negotiation of terms and the financial
structure of
such transactions. The services to be provided by the Consultant to
the Company,
pursuant to this Agreement, include but are not limited to, (i)
management
consulting services; (ii) administrative services; (iii) assisting
in the
preparation of a document concerning the Company which can be
presented to
prospective target companies, (iv) identifying and investigating
companies which
may be acquisition candidates for the Company, (v) meeting with
prospective
target companies on behalf of the Company, (vi) analyzing and
evaluating
prospective target companies, and (vii) advising the Company as to
how to
structure and finance transactions.
3.
Fee for Services.
A.
Monthly Fee. In consideration for the consulting services
rendered
and to be rendered by the Consultant, the Company shall pay a
monthly fee to
Consultant in the amount of $5,000.00 per month commencing on June
6, 2008 and
continuing on the first day of each successive month thereafter
until January 1,
2010.
B.
Common Stock Grant. In consideration for the consulting
services
rendered and to be rendered by the Consultant, the Company shall
issue to
consultant 120,000 shares of the Company's common stock, $.01 par
value (the
"Shares"). The Shares shall be issued and valued at the closing
price the
Company's common stock as of June 3, 2008. The Shares issued to
Consultant shall
vest at a rate of 6,000 shares per month commencing on June 30,
2008 and an
additional 6,000 shares shall vest on the last day of each
successive month
thereafter until January 31, 2010. The Shares are restricted
securities as that
term is described in the Securities Act of 1933 (the "Act") and are
issued by
the Company in reliance of Section 4(2) of the Act.
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4.
Expenses. The Company shall reimburse the Consultant for its
out-of-pocket expenses in connection with the services to be
performed
hereunder; provided however, that expenses are approved in writing
by the
Company.
5. Representations of the
Company. The Company hereby represents and
warrants that any and all information supplied hereunder to the
Consultant in
connection with any and all services to be performed hereunder by
the Consultant
for and on behalf of the Company shall be, to the best of the
Company=s
knowledge, true, complete and correct as of the date of such
dissemination and
shall not fail to state a material fact necessary to make any of
such
information not misleading. The Company hereby acknowledges that
the ability of
the Consultant to adequately provide services as described herein
is dependent
upon the prompt dissemination of accurate, correct and complete
information to
the Consultant. The Company further represents and warrants
hereunder that this
Agreement has been, or will be, duly and validly authorized by all
requisite
corporate action; that the Company has the full right, power and
capacity to
execute, deliver and perform its obligations hereunder; and that
this Agreement,
upon execution and delivery of the same by the Company, will
represent the valid
and binding obligation of the Company and shall be enforceable by
the Consultant
in accordance with its terms. The representations and warranties
set forth
herein shall survive the termination of this Agreement.
6.
Indemnification.
(a)
the Company hereby agrees to indemnify, defend and hold harmless
the
Consultant, its officers, directors, principals, employees,
partners,
consultants, affiliates, and shareholders, and their successors and
assigns from
and against any and all claims, damages, losses, liability,
deficiencies,
actions, suits or proceedings (collectively the "Losses") arising
out of or
resulting from: (i) any breach of a representation, or warranty by
the Company
contained in this Agreement; or (ii) any activities or services
perfo
