GP Strategic Ventures, Inc AMENDED AND RESTATED CONSULTING AGREEMENT October 16, 2005
Exhibit 10.12
GP Strategic Ventures, Inc
AMENDED AND RESTATED CONSULTING AGREEMENT
October 16, 2005
Xxxxxx X’Xxxxxxx
Chief Executive Officer
InterSearch Group, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Xxx:
This Amended and Restated Consulting Agreement amends, restates and supersedes the similar letter agreement between Walnut Ventures, Inc., as predecessor to InterSearch Group, Inc. (the ”Company”) and GP Strategic Ventures, Inc. (“GP”).
Thank you for the opportunity to provide services to the Company. GP will provide the following services to the Company:
Services
| 1. | Assistance in vendor, partner and customer contract negotiations. |
| 2. | Assistance in development of a Business Plan/Strategic Plan that will provide guidance to management, assist in obtaining financing, and provide the basis upon which the Company might eventually be offered for sale or offer itself to the public in an IPO. |
| 3. | Assistance in doing acquisitions and/or joint ventures in order to generate additional growth. |
| 4. | Assistance with regard to management structure and legal matters. |
| 5. | Assistance in developing appropriate accounting/financial metrics and reporting for operational management and business investment purposes. |
| 6. | Assistance in obtaining funding for acquisitions, if needed. |
Term
The Term of this Agreement commences October 16, 2005 and expires 90 days after either the Company or GP terminates it and notifies the other party of the termination. Any compensation earned but not yet paid and any expenses incurred but not yet reimbursed as of the termination date will nevertheless be promptly paid to GP.
Compensation
In consideration of the Services GP will perform under this Agreement, the Company will pay GP $15,000 per month, payable in arrears in equal installments of $7,500 each on the 15th and 30th of each month. In addition, the Company agrees to reimburse GP all reasonable out-of-pocket expenses incurred by GP in performance of the Services. The foregoing compensation is not intended to fully compensate GP for the value that the Services will bring to the Company, but the Company will have no obligation to provide any additional compensation unless the Company decides that the value of the Services is greater than the compensation identified above. The Company understands that the preferred type of additional compensation for past and future performance would be warrants or common stock representing a fully diluted but significant percentage equity ownership in the Company.
| Confidential | 1 |
This represents the entire agreement between us and will be governed by the laws of the State of California without reference to conflict of laws. Please sign below if this accurately represents our Agreement.
| Sincerely, |
| GP Strategic Ventures, Inc. |
| /s/ Xxxxx X. XxXxxxxxxx |
| Xxxxx X. XxXxxxxxxx |
| Chairman/CEO |
| ACCEPTED AND AGREED | ||
| InterSearch Group, Inc. | ||
| By: | /s/ Xxxxxx X’Xxxxxxx | |
| Name: | Xxxxxx X’Xxxxxxx | |
| Title: | CEO | |
| Confidential | 2 |
