Exhibit 10.2
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, Xxxxxx X. Xxxxxxxx,
President of CA and Xxxx X. Xxxxx, P.C., counsel to CA, with offices located at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
WHEREAS, CA has filed a Registration Statement with the United States
Securities and Exchange Commission (hereinafter the "SEC") on Form SB-2 which
Registration Statement indicates in Part II, Item 25, offering expenses totaling
seventy one thousand one hundred one dollars and fifty two cents ($71,101.52) of
which fifty thousand ($50,000) dollars are indicated as legal fees and expenses;
and
WHEREAS, CA has agreed to pay all such costs as and when necessary and
required, or to otherwise accrue such costs on its books and records until it is
able to pay the full amount due, either from revenues or loans from its
President.
NOW, THEREFORE, it is herewith agreed as follows: Absent sufficient
revenues to pay these amounts within three (3) months of the date of the CA
prospectus, CA's President agrees to loan CA the funds to cover the balance of
outstanding professional and related fees relating to CA's prospectus. 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, both in Risk Factor number 2 and 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
XXXX X. XXXXX, P.C.
/s/
By:_________________________________
Xxxx X. Xxxxx, President
