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EXHIBIT 10.85
FINANCIAL SERVICES CONSULTING AGREEMENT
This
Financial Services Consulting Agreement (the
“Agreement”) is entered into this 15th Day of July
2008 by and between Imaging Diagnostic
Systems, Inc .( the “Company” or
“IDSI”), a Florida corporation and R.H. Barsom Company,
Inc ., Richard E. Barsom (the
“Consultant”), a New York
corporation.
RECITALS:
A.
Consultant to increase investment in the Company in order to
grow the Company's market capitalization and increase
qualified investor interest by means of investor relation
services and to provide guidance and assistance in available
alternatives to maximize shareholder value (the
“Services”).
B.
The Company desires to obtain the assistance of Consultant,
and Consultant is willing to provide such assistance, with
respect to the Services.
NOW,
THEREFORE, in consideration of the mutual covenants and
promises contained herein, the sufficiency of which is hereby
acknowledged by each of the parties, the Company and
Consultant hereby agrees as follows:
TERMS:
1.
Appointment as Consultant / Scope of Services. The
Company hereby engages Consultant as a consultant in
connection with the Services. Consultant hereby
agrees to perform such consulting services upon the terms and
conditions hereinafter set forth.
2.
Term. The term (“Term”) of this
Agreement shall commence on the date hereof and continue for
six (6) months. At the conclusion of the first
three (3) months of the Term, no additional payments will be
made to the Consultant unless Company agrees to continue after
an evaluation of the previous three (3) months services
provided by the Consultant. If, after the first
three (3) months of the term, the Company determines that the
services performed by the Consultant were ineffective or
insufficient, the Company shall notify the Consultant as per
paragraph 9, Notices; and upon receipt of such notice, the
Consultant hereby agrees to return the 2,500,000 share
certificate to the Company for cancellation.
3.
Services of the Consultant. Consultant agrees that
during the term of this agreement, unless this agreement is
sooner terminated pursuant to its terms, Consultant shall
perform the Services. The parties agree that the
general terms and conditions of this agreement will govern the
Consultant’s work. The services performed by
Consultant may be performed at days and times, and in the
order and sequence, as consultant deems desirable.
"Consultant" is not a registered broker dealer or associated
person of such, and is not purporting to act in any capacity
requiring registration as a broker dealer or associated
person.
4.
Compensation and Fees. As consideration for
Consultant entering into this Agreement, the Company agrees to
pay and deliver to Consultant the following
consideration:
Certificates
representing an aggregate of five million (5,000,000) shares
of restricted common stock (“Shares”).
Shares are
payable in two payments : The first payment of
two million five hundred thousand (2,500,000) restricted
shares is due on the date hereof, and the second payment of
two million five hundred thousand (2,500,000) restricted
shares is due three (3) months after the date
hereof. The Company will register as soon as
practicable the aggregate of five million
(5,000,000)
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