CONSULTING
AGREEMENT
This Consulting Agreement (the
“Agreement”) is made and entered into as of September
12, 2008, by and between Information Systems Associates, Inc., a
Florida corporation (the “Company”) and all successor
corporate entities, and Old Firm Energy Corporation, a Belize
International Business Company (the
“Consultant”). The Company and the
Consultant are hereinafter each referred to as a
“Party” and collectively as the
“Parties.”
Preamble
WHEREAS, the Consultant is willing to provide
the services referred to in paragraph 2 below to the Company for
compensation as set forth below in the Agreement; and
WHEREAS, the Company desires to formalize its
relationship with Consultant for its assistance.
NOW, THEREFORE, in consideration for the mutual
obligations set forth below, and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
1. Retention
. The Company hereby retains the Consultant as from
August 1, 2008 (the “Effective Date”) in order to
provide the Company with the services referred to in paragraph 2
below, and Consultant agrees, to provide such services for the term
of the Agreement.
2.
Consultant’s Services . Consultant’s
services have included and shall include general management
assistance in connection with such things as developing and writing
business plans; determining future business strategies; recruitment
of directors and employees; determining how the Company can best
raise funds; advice in relation to the Company’s plans for
international expansion, including appropriate corporate structures
related to said expansion; and looking for potential mergers and
acquisitions; all of the preceding with particular reference to the
company’s current or proposed activities outside the United
States of America. In addition, the parties may
determine and agree on additional services and responsibilities or
change the existing services and responsibilities, as they may
determine during the terms of this Agreement.
3. Term . The
Agreement shall remain in effect for one year from the Effective
Date and shall be automatically renew for successive one year
period unless either party gives the other written notice of
intention not to renew not later than 60 days prior to the end of
the term then in effect. Written notice may contain
requested modifications to this Agreement, the written and signed
acceptance of which by the notified Party shall result in an
amendment and extension of this Agreement without requirement for
further action. Notwithstanding the foregoing, either
Party may terminate the Agreement on six months notice; provided
that if the Company elects to terminate the Agreement prior to the
end of its then current term, the Consultant shall remain entitled
to its annual compensation on the terms provided in paragraph
4.
4.
Compensation . The Company shall pay Consultant,
at the Company’s option, cash or shares of common stock of
the Company that are exempt from registration under the Securities
Act of 1933, as amended (the “Act”) and the
transferability and resale of which are restricted under the Act
equivalent in value (as determined below) to (a) the Annual Rate
per annum for services provided from the Effective Date through the
first anniversary of the Effective Date, and (b) the Annual Rate
per annum for each successive annual term. As used in
this Agreement, the “Annual Rate” shall mean $250,000
per annum for the term commencing August 1, 2008 and ending on July
31, 2009, which amount shall increase by $12,500 per annum for each
successive annual term such that, by way of example, for the term
commencing August 1, 2009 the Annual Rate shall be $262,500 per
annum, and for the term commencing August 1, 2010 the Annual Rate
shall be $275,000 per annum. For the payment due in
August 2008 in respect of the first annual term of this Agreement,
the number of shares payable to the Consultant shall be based on a
price of $0.25 per share. For subsequent payments, the
number of shares payable shall be based on the greater of the Floor
Price and the Average Closing Price for the Company’s shares
for the 20 trading days preceding the date such payment is due and,
if the Company’s common stock is not publicly trading the
Average Closing Price and the number of shares payable shall be
based on the fair market value of the Company’s common stock
as determined by the Company’s Board of
Directors. As used herein, the “Floor Price”
shall be equal to the greater of $0.25 per share and the highest
price per share obtained by the Company in connection with the
issuance and sale of shares of the Company common stock since
August 1, 2008, including issuances and sales of common stock upon
the conversion or exercise of convertible securities or warrants,
options or other securities exercisable for, or exchangeable into,
shares of the Company’s common stock. The price at
which shares of the Company’s common stock are sold in
transactions other than for cash shall be determined by the
Company’s Board of Directors. The Floor Price
shall not be adjusted upward in respect of issuances of common
stock that do not result in the Company receiving aggregate
consideration in one transaction or a series of related
transactions in an amount equal to at least
$250,000. The “Average Closing Price” shall
be determined by the average closing bid and ask prices for such
date as may be determined by the Company’s Board of
Directors. Except for the payment due for services
provided during the year commencing on August 1, 2008, which the
Company shall make promptly upon execution of this Agreement, the
Company shall pay Consultant annually on August 1 for services
prov
