Exhibit 10.3
AGREEMENT
AGREEMENT dated this 3 day of November 2004, by and between
ConsultAmerica, Inc. (hereinafter "CA"), a Delaware Corporation, with offices
located at 00000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 and Xxxxxx X. Xxxxxxxx,
President of CA.
WHEREAS, CA has filed a Registration Statement with the United States
Securities and Exchange Commission (hereinafter the "SEC") on Form SB-2 and has
filed an Exhibit 10.2 to such Registration Statement regarding methods of
payment of offering expenses; and
WHEREAS, such Registration Statement includes in the Liquidity section,
a specific discussion of CA's cash requirements for the next twelve (12) months
(exclusive of offering expenses) and its specific viable plans to meet such
requirements.
NOW, THEREFORE, it is herewith agreed as follows:
The undersigned, as President of CA herewith agrees to defer CA
compensation otherwise payable to him so as to permit CA to remain viable and
further agrees to loan CA amounts necessary to meet CA's expenses if sufficient
revenues are not generated therefore to the extent that gross profits are
insufficient to pay CA's costs and expenses. If and when loaned, the loan will
be evidenced by a non-interest bearing unsecured corporate note to be treated as
a loan until repaid, if and when CA has the financial resources to do so.
The parties hereto understand that the above constitutes a binding
Agreement and that the contents thereof are referred to in the aforesaid
Registration Statement in the subheading entitled "Liquidity" as found in the
Management's Discussion and Analysis or Plan of Operation section.
The above constitutes the entire Agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 3 day of November 2004.
CONSULTAMERICA, INC.
/s/
By: ________________________________
Xxxxxx X. Xxxxxxxx, President
/s/
By: _________________________________
Xxxxxx X. Xxxxxxxx , Individually