Exhibit 10.4
AGREEMENT
AGREEMENT dated this 7th day of December 2004, by and between
ConsultAmerica, Inc. (hereinafter "ConsultAmerica"), a Delaware Corporation,
with offices located at 00000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxxxxx X.
Xxxxxxxx, President of ConsultAmerica and Xxxxxxx Xxxxxxxx, Treasurer of
ConsultAmerica, Inc.
All parties hereto agree and acknowledge that by virtue of Xxxxxx X.
Xxxxxxxx'x other business activities as described in ConsultAmerica's Form SB-2
Registration Statement, certain potential conflicts of interest may arise.
In an effort to resolve such potential conflicts of interest, we have
entered into this written agreement with Xxxxxx X. Xxxxxxxx (hereinafter "XX
Xxxxxxxx" or Xx. Xxxxxxxx") as follows:
o any business opportunities that XX Xxxxxxxx may become aware of
independently or directly through his association with ConsultAmerica
(as opposed to disclosure to him of such business opportunities by
management or consultants associated with Titan Financial LLC
("Titan") or Xxxxxxxx Communications Co., Inc. (Xxxxxxxx
Communications") would be presented by XX Xxxxxxxx solely to us;
o any business opportunities disclosed to XX Xxxxxxxx by Titan or
Xxxxxxxx Communications' management would not be presented by him to
us, unless and until Titan and Xxxxxxxx Communications passed upon
same: and
o any business opportunities disclosed to him by us would not be
presented by him to either Titan or Xxxxxxxx Communications, unless
and until we passed upon same.
In the event that the same business opportunity is presented to Xx.
Xxxxxxxx by both us and either Titan or Xxxxxxxx Communications, Xx. Xxxxxxxx
shall only render his services to the entity that first disclosed such business
opportunity to him.
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 7th day of December 2004.
CONSULTAMERICA, INC.
By: /s/_____________________________
Xxxxxx X. Xxxxxxxx, President
By: /s/________________________________
Xxxxxx X. Xxxxxxxx, Individually
By: /s/________________________________________
Xxxxxxx Xxxxxxxx, Treasurer and Director
By: /s/______________________________
Xxxxxxx Xxxxxxxx, Individually
