EXHIBIT 10.4
CONSULTING
AGREEMENT
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.”
Preamble
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 c
