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Consulting Services Agreement

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Governing Law: Florida     Date: 9/17/2008

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This Consulting Agreement (the “Agreement”) is made and entered into as of July 31, 2008 (the “Effective Date”), by and between Information Systems Associates, Inc., a Florida corporation (the “Company) and all successor corporate entities, and William Gerhauser (the “Consultant”).  The Company and the Consultant are hereinafter each referred to as a “Party” and collectively as the “Parties.”




WHEREAS, the Consultant has been providing and is agreeable to continue providing management related services to the Company for compensation as set forth below in the Agreement; and


WHEREAS, the Company desires to confirm and formalize its relationship with Consultant for its assistance.


NOW, THEREFORE, in consideration for the mutual obligations set forth below, the sum of ten dollars ($10.00) 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 confirms that since January 1, 2008 (the “Effective Date”) Consultant has been providing services to it, including without limitation those specified in paragraph 2 below, and Company hereby retains Consultant, and Consultant agrees, to provide such services for the term of the Agreement.


2.   Consultant’s Duties .  Consultant’s duties 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; and looking for potential mergers and acquisitions.  In addition, the parties may determine and agree on additional duties and responsibilities or change the existing duties and responsibilities, as they may determine during the terms of this Agreement.


3.   Term . The Agreement shall remain in effect until September 1, 2008.


4.   Compensation .  The Company shall pay Consultant 500,000 shares of common stock (the “Shares”) of the Company that have not been registered under the Securities Act of 1933, as amended (the “Act”) and the transferability and resale of which Shares are restricted under the Act.


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 receipts to the Company.  Company shall make reimbursement within 10 days of submission of receipts by Consultant.


5.   Shares .  Consultant represents and warrants that:


(a)  Consultant has acquired the Shares for investment purposes without a view to resell or distribute the Shares.


(b)   Consultant will not affect any sale or other disposition of the Shares except pursuant to an effective registration statement registering the Shares under the Act or pursuant to an available exemption from registration including pursuant to Rule 144 promulgated under the Act.


(c)  Consultant is an “accredited investor” as that term is defined under Regulation D promulgated under the Act.


Consultant agrees that the Shares shall bear a restrictive legend to the effect that transfer is prohibited except in transactions registered under the Act, or pursuant to an available exemption from registration including pursuant to Rule 144 promulgated under the Act.


6.   Status .  Consultant is an independent contractor of the Company and this Agreement does not create any employment relationship.  Consultant is an independent business entity and has absolute control over the actual performance and results of its work.  Consultant is not relying on the Company, except to the extent the Companies obligated hereunder.  Consultant acknowledges that Consultant shall not be considered under the provisions of this Agreement, or otherwise, as having any employee status with the Company for any reason, including but not limited to, withholding taxes, social security and employment contributions, payroll tax

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