ex10_3.htm


     

    
      Exhibit
10.3

      


      CONSULTING
SERVICES AGREEMENT

      


      


      This
consulting services agreement ("Agreement"), effective as of September 11, 2009
is entered by and between Information Systems Associates, Inc. a Florida
corporation ("the Company or “Company") and WSR Consulting, Inc., a Florida
corporation ("Consultant").

      


      RECITALS

      


      WHEREAS, the Company is a
public company; and

      


      WHEREAS, Consultant has
experience in the area of general management, accounting, SEC and SOX
compliance, corporate finance, corporate strategy; and

      


      WHEREAS, the Company desires
to engage the services of Consultant to provide accounting services, including
the services of an individual performing the functions of a Chief Financial
Officer, all on an outsourced basis;

      


      NOW THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein set
forth, and intending to be legally bound, the Company and Consultant agree as
follows:

      


      
        	
                1.  

              	
                Term of
      Consultancy.   The Company engages Consultant to act
      in a consulting capacity to the Company, and Consultant agrees to provide
      services to the Company commencing on the date first set forth above and
      ending 12 months thereafter.  The parties may agree to end the
      agreement during the term by mutual consent or unilaterally at the end of
      a quarter by giving 90 days written
notice.

              


      

      


      
        	
                2.  

              	
                Duties of
      Consultant.  Consultant will generally provide the
      following consulting services (the “Services”) during the term of this
      Agreement:

              


      

      


      
        	
                a.  

              	
                Provide
      accounting services as would be required by the Company’s Chief Financial
      Officer, including the responsibility of timely filing of all required
      documents for a public company, including reports required under the
      federal securities laws;

              


      

      


      
        	
                b.  

              	
                Work
      directly with senior management of the Company in the areas of strategic
      planning and financial management including
  accounting;

              


      

      


      
        	
                c.  

              	
                Perform
      the functions generally assigned to full-time Chief Financial
      Officer  including the support of ongoing operations, financial
      reporting, signing of documents on behalf of the Company as its CFO,
      attendance at and preparation of Proxy Statements for Annual Shareholders
      Meeting, and other resource management as
  necessary;

              


      

      


      
        	
                d.  

              	
                The
      person who agrees to act as Chief Financial Officer must be approved by
      the Company’s Board of Directors and is subject to being replaced by the
      Company’s Board of Directors.  The Chief Financial Officer shall
      be responsible for executing the Sarbanes-Oxley Act of 2002 certifications
      in the Company’s Forms 10-Q and 10-K and executing any registration
      statements and providing such other certifications as may be customarily
      provided by a chief financial officer or chief accounting officer,
      including under the federal securities laws. The Chief Financial Officer
      shall also provide any calculations, certifications and written reports as
      may be requested by any lenders to the
Company.

              


      

       

      
        	
                3.  

              	
                Allocation of Time and
      Energies.  The Consultant will perform the Services in a
      professional manner in accordance with accepted industry standards and in
      compliance with applicable federal, state and local laws and regulations.
      Although no specific hours-per-day requirement will be required, the
      parties acknowledge and agree that Consultant will initially spend an
      average of 2 days per month on site at the Company’s location. It is
      understood that the Company is entering into this Agreement with the
      understanding that Michael Hull will be the principal of Consultant during
      the entire term of this Agreement.  It is also understood that
      Mr. Hull may elect to involve other consultants in the performance of the
      Consultant’s duties who will be compensated by Consultant unless otherwise
      agreed in advance by the Company.  The individual serving as
      “Chief Financial Officer” of the Company as part of Consultant’s duties
      hereunder shall be compensated solely by the Consultant and the Company
      shall have no further obligation to provide additional compensation to
      such individual.

              


      

      


      
        	
                4.  

              	
                Remuneration.  As
      full and complete compensation for Consultant’s agreement to perform the
      Services, the Company shall compensate the Consultant as
      follows:

              


      

      


      For
ongoing work related to interim management services including the services
provided by the individual serving as the Chief Financial Officer of the Company
and including the other accounting services required hereunder to be provided by
Consultant, the Company will pay Consultant a fee of $2,000 per month in
advance. The first monthly payment is due on execution of this
agreement.  Additional monthly payments are due on the 1st of
each month that this contract remains in effect.

      


      On-site
days will be tracked by the Consultant based on a three month rolling
average.  Where the Company requests additional days, beyond those
contracted for, the Consultant shall receive an additional $1,000 per additional
day or $125 per hour, whichever is smaller.

       

      
        	
                5.  

              	
                Expenses.  Consultant
      agrees to pay for all its expenses other than extraordinary items for
      which the Company will reimburse Consultant its reasonable, documented
      out-of-pocket expenses.  Such extraordinary items include travel
      and entertainment required by/or specifically requested by the Company,
      professional fees incurred by professionals retained on behalf of the
      Company for the purposes of the Company’s legal compliance such as tax
      return preparation, audit, legal and any other expenses related to the
      Company’s regulatory compliance.

              


      

      


      
        	
                6.  

              	
                Work Location.
      The Consultant will primarily perform its duties on site at the Company’s
      offices.  Where necessary, and by prior approval, Consultant is
      available to travel at the Company’s request.  The Company will
      supply a working environment commensurate with a senior management
      position at the company including technical support as
      necessary.  Consultant will supply its own computing equipment
      complete with general business software.  Any additional
      requirements such as specialized software or supplies specifically
      required for the performance of Consultant’s duties at the Company will be
      supplied in a timely manner at the expense of The
  Company.

              


      

      


      
        	
                7.  

              	
                Indemnification.

              


      

      


      
        	
                a.  

              	
                The
      Company agrees to indemnify and hold harmless Consultant, its officers,
      directors, employees, affiliates and agents harmless from and against any
      and all losses, claims, damages and liabilities, related to or arising out
      of any breach by the Company of its obligations under this Agreement
      and/or the Company’s actions in connection with the transactions and/or
      activities contemplated herein.  Provided, however, the Chief
      Financial Officer shall be indemnified solely in accordance with the
      Company’s standard Indemnification
Agreement.

              


      

      


      
        	
                b.  

              	
                Consultant
      agrees to indemnify and hold harmless Company, its officers, directors,
      employees, affiliates and agents harmless from and against any and all
      losses, claims, damages and liabilities, related to or arising out of any
      breach by Consultant of its obligations under this Agreement and/or the
      Consultant’s actions in connection with the transactions and/or activities
      contemplated herein.

              


      

      


      
        	
                8.  

              	
                Representations.
      The Company warrants and represents that all oral communications, written
      documents or materials furnished to Consultant are accurate, and the
      Consultant warrants and represents that all communications by Consultant
      with third parties, with respect to the financial affairs, operations,
      profitability and strategic planning of the Company, will be in accordance
      with information provided to it by the Company. The Consultant, but not
      the Chief Financial Officer, may rely upon the accuracy of the information
      provided by the Company without independent investigation. Consultant
      represents that it is not required to maintain any licenses and
      registrations under federal or any state regulations necessary to perform
      the Services set forth herein. Consultant acknowledges that to the best of
      its knowledge, the performance of the Services will not violate any rule
      or provision of any regulatory agency having jurisdiction over Consultant.
      The Company acknowledges that to the best of its knowledge that it has not
      violated any rule or provision of any regulatory agency having
      jurisdiction over the Company. The Company also acknowledges that, to the
      best of its knowledge, the Company is not the subject of any
      investigation, claim, decree or judgment involving any violation of the
      SEC or securities laws.

              


      

      


      
        	
                9.  

              	
                Status as Independent
      Contractor. Consultant’s engagement (including without limitation
      that of the Chief Financial Officer) pursuant to this Agreement shall be
      as independent contractor, and not as employee, officer or other agent of
      the Company. Neither party to this Agreement (or its employees) shall
      represent or hold itself out to be the employer or employee of the other.
      Consultant further acknowledges the consideration provided hereinabove is
      a gross amount of consideration and that the Company will not withhold
      from such consideration any amounts as to income taxes, social security
      payments or any other payroll taxes. All such income taxes and other such
      payment shall be made or provided for by Consultant (including in respect
      of payments made by Consultant to the Chief Financial Officer) and the
      Company shall have no responsibility or duties regarding such matters.
      Neither the Company nor the Consultant possesses the authority to bind
      each other in any agreements, without the express written consent of the
      entity to be bound.

              


      

      


      
        	
                10.  

              	
                Attorneys'
      Fees.  If any legal action(s) or any arbitration or other
      proceeding(s) is brought for the enforcement or interruption of the
      Agreement, or because of alleged dispute, breach, default or
      misrepresentation in connection with or related to this Agreement, the
      successful or prevailing party shall be entitled to recover reasonable
      attorney's' fees and other costs in connection with that action(s) or
      proceeding(s), in addition to any other relief to which they may be
      entitled.

              


      

      


      
        	
                11.  

              	
                Waiver.  The
      waiver by either party of a breach of any provision of this agreement by
      the other party shall not operate or be construed as a waiver of any
      subsequent breach by such other
party.

              


      

      


      
        	
                12.  

              	
                Notices.  All
      notices, requests, and other communications hereunder shall be deemed to
      be duly given if sent by U.S. mail, postage prepaid, addressed to the
      other party at the address set forth herein
  below:

              


      

      


      Company
Address:                                                                                     Consultant’s
Address:

       

      Information
Systems Associates,
Inc.                                                  WSR
Consulting, Inc.

      1151 W
30th
Street                                                                                    2646
SW Mapp Road

      Suite
E                                                                                                        
Suite 303

        	
                Palm
      City, FL 34990

              	
                Palm
      City, FL 34990

                 

              


      

      Either
party may change address, to which notices for it shall be addressed by
providing notice of such change to the other party, in the manner set forth in
this paragraph.

      


      
        	
                13.  

              	
                Choice of Law,
      Jurisdiction and Venue.  This Agreement shall be governed
      by, construed and enforced in accordance with the internal laws of the
      State of Florida, without giving effect to its conflict of laws or choice
      of law principles.

              


      

      


      
        	
                14.  

              	
                Arbitration.  Any
      controversy or claim arising out of or relating to this Agreement, or the
      alleged breach thereof, or relating to Consultant's activities or
      remuneration under this Agreement, shall be settled by binding arbitration
      in West Palm Beach, Florida in accordance with the applicable rules of the
      American Arbitration Association, and judgment on the award rendered by
      the arbitrator(s) shall be binding on the parties and may be entered in
      any court having jurisdiction.

              


      

      


      
        	
                15.  

              	
                Complete
      Agreement. This Agreement contains the entire agreement of the
      parties relating to the subject matter hereof. This Agreement and its
      terms may not be changed orally, but only by an agreement in writing
      signed by the party against whom enforcement of any waiver, change,
      modification, extension or discharge is
sought.

              


      

      


      
        	
                16.  

              	
                 Confidentiality.   Consultant
      hereby acknowledges that Consultant and its directors, officers,
      employees, agents or advisors (including, without limitation, attorneys,
      accountants, consultants, bankers and financial advisors) (collectively,
      “Representatives”)
      may receive Confidential Information of the Company during the performance
      of its duties under the Agreement and that Consultant and its
      Representatives shall use the Confidential Information for the purposes
      set forth in this Agreement.  Consultant agrees that it and its
      Representatives will keep the Confidential Information confidential and
      that Consultant and its Representatives will not disclose any of the
      Confidential Information except in such manner as to which the Company
      consents and Consultant  shall be responsible for any breach of
      this Agreement by any of its Representatives and agrees to take reasonable
      measures (including but not limited to court proceedings) to restrain its
      Representatives from prohibited or unauthorized disclosure of the
      Confidential Information.  The term “Confidential Information”
      means any information concerning the Company (whether prepared by the
      Company or its advisors) which is furnished to Consultant or to its
      Representatives now or in the future by or on behalf of the Company in
      accordance with the provisions of this Agreement  but does not
      include information which (i) is or becomes generally available to the
      public other than as a result of a disclosure by Consultant or its
      Representatives in violation of this Agreement, (ii) was within
      Consultant’s possession prior to its being furnished to Consultant by or
      on behalf of the Company pursuant hereto or (iii) becomes available to
      Consultant on a non-confidential basis from a source other than the
      Company or any of its Representatives, provided that such source is not
      bound by a confidentiality agreement with or other contractual, legal or
      fiduciary obligation of confidentiality to the Company or any other party
      with respect to such information.  In the event that Consultant
      or any of  its Representatives are requested or required (by
      oral questions, interrogatories, requests for information or documents in
      legal proceedings, subpoena, civil investigative demand or other similar
      process) to disclose any of the Confidential Information, Consultant shall
      provide the Company with written notice of any such request or requirement
      so that the Company may seek a protective order or other appropriate
      remedy and/or waive compliance with the provisions of this
      Agreement.  If, in the absence of a protective order or other
      remedy or the receipt of a waiver by the Company, Consultant or any of its
      Representatives are nonetheless, legally required to disclose Confidential
      Information  to any tribunal, Consultant or its Representative
      may, without liability hereunder, disclose to such tribunal that portion
      of the Confidential Information which counsel advises Consultant is
      legally required to be disclosed.

              


      

       

      
        	
                17.  

              	
                Acknowlegement.  Consultant
      acknowledge that it is aware that the United States securities laws
      restrict, under certain circumstances, persons who have material,
      non-public information of the Company from selling purchasing or
      securities of the Company or from communicating such information to any
      other person under circumstances in which it is reasonably foreseeable
      that such person is likely to purchase or sell such securities of the
      Company.  Consultant consents that Consultant and its employees,
      affiliates and other representatives will not violate any provisions of
      the aforementioned laws or the analogous laws of any state or other
      jurisdiction.

              


      

       

      AGREED
TO:

      


      
        	
                "The
      Company"

              	
                Information Systems Associates,
      Inc.

              


      

                1151
W 30th
Street

                Suite
E

               
Palm City, FL 34990

      


      


      


      Dated:
_______________                                                                           By:
____________________________

      Joseph Coschera

      Director and President

      and Its Duly Authorized
Officer

      


      


      


      
        	
                "Consultant"

              	
                WSR Consulting,
      Inc.

              


      

                2646
SW Mapp Road

                Suite
303

                Palm City,
FL 34990

      


      


      


      Dated:
_______________                                                                           By:
____________________________

      Gerald N. Kieft

      President

      and Its Duly Authorized
Officer