This Consulting Services Agreement involves
Title: CONSULTING AGREEMENT
Governing Law: Florida Date: 9/17/2008
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.”
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 provided during the next succeeding term. The good faith determination of the Company’s Board of Directors of the Floor Price and/or the Average Closing Price shall be binding upon the parties for purposes of this paragraph 4.
In addition to the foregoing payments, the Company shall pay for all pre-approved, verifiable out-of-pocket expenses of Consultant incurred by it in the course of performing services for the Company under this Agreement, including without limitation legal fees and travel costs. Consultant shall obtain pre-approval from the Company and shall submit its receipts to the Company. Company shall make reimbursement within 10 days of submission of receipts by Consultant.
5. Options . The Company shall, within 60 days of the date of this Agreement, issue to Consultant:
a. 1,000,000 (one million) options or warrants to acquire shares of the Company’s common stock with an exercise price of $1.00 per share;
b. 1,000,000 (one million) options or warrants