ex10-3.htm


    EXHIBIT
10.03

    


     

    Wakabayashi Fund
LLC. 


     

    This
Agreement made this February 28, 2009May 12, 2009, by and between Wakabayashi
Fund, LLC., a Japanese Limited Liability Company, whose address is 4-13-20 Mita,
Minato-Ku, Tokyo Japan 108-0073, hereinafter referred to as “WAKABAYASHI FUND”
or “Consultant” and  INVO BIOSCIENCE , a Nevada corporation, its
agents, successors or assigns, hereinafter referred to as “INVO BIOSCIENCE ” OR
“Client”, whose address is 100 Cummings Center, Suite 421E Beverly, MA 01915 USA
Telephone No 978.878.9505; Fax No --- Symbol: IVOB.OB

     

    Whereas
Consultant is in the business of providing Institutional Investor relations
Services and whereas INVO BIOSCIENCE desires to retain Consultant for the
following purposes:  For and in consideration of mutual benefits,
detriments, promises, and the cross consideration hereinafter set
forth,  the parties hereto, WAKABAYASHI FUND and INVO BIOSCIENCE,
collectively “THE PARTIES”, hereby covenant and agree as follows:

     

    
      
        	
                1.
 

              	
                Services

              


      

    

     

    WAKABAYASHI
FUND is hereby engaged to provide Public Relations services (non-exclusive)
including serving as an investment banking liaison, obtaining write ups about
the company and acting as an institutional public relations consultant for a six
month period from the date hereof (the “term”).

     

    
      	
              2.  

            	
              Compensation

            


    

     

    INVO
BIOSCIENCE hereby agrees to pay WAKABAYASHI FUND for the services set forth in
Paragraph 1, the following non-refundable retainer items:

    
    

     

    
      	 	
              a. The
      issuance of 83,333 shares of common stock upfront. The said shares shall
      be issued within five days after the date hereof.  Such stock
      cannot be issued pursuant to an S-8 Registration   
      statement.  The shares are not in contravention of Section 5 of
      the Securities Act of 1933 and specifically with sections 5a and 5c there
      under.

            
	 	
              b. WAKABAYASHI
      FUND will also incorporate a free look clause whereby INVO BIOSCIENCE may
      request to verify our long position in INVO BIOSCIENCE's stock as well as
      incorporate a proprietary restrictive clause which precludes any
      liquidation of our vested stock until the termination of our
      contract.

            
	 	
              c. INVO
      BIOSCIENCE shall pay consultant out-of-pocket expenses related to the
      services set forth in Paragraph 1 above, subject to prior written budget
      approval by INVO BIOSCIENCE

            


    

    


    
      	
              3.  

            	
              Termination
      of Agreement

            


    

     

    This
Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided herein above, except as follows:

     

    a. Both
parties, INVO BIOSCIENCE and WAKABAYASHI FUND, LLC. have the implicit right to
cancel with 30 day written notice

    b. Upon the
bankruptcy or liquidation of the other party, whether voluntary or
involuntary;

    c. Upon the
other party taking the benefit of any insolvency law;

    d. Upon the
other party having or applying for a receiver appointed for either party;
and/or

    e. Mutual
consent of the parties.


     

    
      	
                4.  

            	
              Notices

            


    

     

    All
notices hereunder shall be in writing and addressed to the party at the address
herein set forth, or at such other address which notice pursuant to this section
may be given, and shall be given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier
service.  Any notices to be given hereunder shall be effective if
executed by and/or sent by the attorneys for THE PARTIES giving such notice and,
in connection therewith, THE PARTIES and their respective counsel agree in
giving such notice such counsel may communicate directly in writing with such
party to the extent necessary to give such notice.

     

    
      
        	
                5.
       

              	
                Attorney
      Fees

              


      

    

     

    In the
event either party is in default of the terms or conditions of this Consulting
Agreement and legal action is initiated as a result of such default, the
prevailing party shall be entitled to recover all costs incurred as a result of
such default including reasonable attorney fees, expenses and court costs
through trial, appeal and to final dispositions.

     

    
      
        	
                6.  

              	
                Time is of the
      Essence

              


      

    

     

    Time is
hereby expressly made of the essence of this Consulting Agreement with respect
to the performance by THE PARTIES of their respective obligations
hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                7.
       

              	
                Inurement

              


      

    

     

    This
Consulting Agreement shall inure to the benefit of and be binding upon THE
PARTIES hereto and their respective heirs, executors, administrators, personal
representatives, successors, and consultant shall not assign this
agreement.

     

    
      
        	
                8.
       

              	
                Entire
      Agreement

              


      

    

     

    This
Consulting Agreement contains the entire agreement of THE PARTIES.  It
is declared by THE PARTIES that there are no other oral or written agreements or
understanding between them affecting this Agreement.  This Agreement
supersedes all previous agreements.

     

    
      
        	
                9.
       

              	
                Amendments

              


      

    

     

    This
Agreement may be modified or amended provided such modifications or amendments
are mutually agreed upon and between THE PARTIES hereto and that said
modifications or amendments are made only by an instrument in writing signed by
THE PARTIES.

     

    
      
        	
                10.
        

              	
                Waivers

              


      

    

     

    No waiver
of any provision or condition of this Agreement shall be valid unless executed
in writing and signed by the party to be bound thereby, and then only to the
extent specified in such waiver.  No waiver of any provision or
condition of this Agreement and no present waiver of any provision or condition
of this Agreement shall be construed as a future waiver of such provision or
condition.

     

    
      
        	
                11.
       

              	
                Non-Waiver

              


      

    

     

    The
failure of either party, at any time, to require any such performance by any
other party shall not be construed as a waiver of such right to require such
performance, and shall in no way affect such party’s right to require such
performance and shall in no way affect such party’s right subsequently to
require a full performance hereunder.


     

    
      	
               
      12.   

            	
              Construction of
      Agreement

            


    

     

    
      	
               
      

            	
              Each
      party has participated fully in the review and revision of this
      Agreement.  Any rule of construction to the effect that
      ambiguities are to be resolved against the drafting party shall not apply
      in the interpretation of this
Agreement.

            


    

     

    
      	
               
      13.  

            	
              Non-Circumvention
      Agreement

            


    

     

    INVO
BIOSCIENCE  agrees, represents and warrants hereby that it shall not
circumvent WAKABAYASHI FUND with respect to any banking or lending institution,
investment bank, trust, corporation, individual or investor specifically
introduced by WAKABAYASHI FUND to INVO BIOSCIENCE  nor with respect to
any transaction or other business opportunity proposed by, assisted with or
otherwise promoted by WAKABAYASHI FUND for the benefit of INVO
BIOSCIENCE  pursuant to the terms with WAKABAYASHI FUND for the
purpose of, without limitation, this Agreement and for a period of twelve (12)
months from the date of execution by THE PARTIES of this Agreement or the
introduction to a specific financing source.

     

    
      
        	
                14. 
      

              	
                Applicable
      Law

              


      

    

     

    
    

    
      THIS AGREEMENT IS EXECUTED
PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS
OF THE STATE OF NEW YORK FOR WHICH THE COURTS IN NEW YORK CITY, NEW YORK SHALL
HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF
LAWS RULES THEREOF OR OF ANY STYLE.  The parties agree that mediation
shall be used as an initial forum for the good-faith attempt to settle and
resolve any issues or disputes that may arise

       

    

    
      
        	
                15. 
      

              	
                Counterparts

              


      

    

     

    This
Agreement may be executed in a number of identical counterparts.  Each
such counterpart is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making proof
of this Agreement, it shall not be necessary to produce or account for more than
one counterpart.

    
    

     

    
      	
               16.
       

            	Facsimile


    

     

    
      	
               
      

            	
              A
      facsimile copy of this Agreement is
acceptable.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
                17. 

            	
               Acceptance of
      Agreement

            


    

     

    Unless
both parties have signed this Agreement within ten (10) business days of the
date listed above, this Agreement shall be deemed automatically withdrawn and
terminated

     

    IN
WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution of
this Consulting Agreement this 12 May 2009, by and between:                                                                

                                                     

    
      
        
          	 	INVO
      BIOSCIENCE	 
	 	 	A
      Nevada Corporation	 
	
                  Date:
      February 28, 2009

                	
                  By:
      

                	/s/ Kathleen
      Karloff                               
      	 
	 	 	Kathleen
      Karloff	 
	 	 	CEO	 
	 	 	 	 


        

      

    

                    


    
      


    
      
        	 	      
                WAKABAYASHI
      FUND, LLC.

              	 
	 	 	A
      Japanese Limited Liability Company     	 
	
                Date:
      February 28, 2009     

              	
                By:
      

              	/s/ Tadaharu
      Wakabayashi                        
      	 
	 	 	Tadaharu
      Wakabayashi 	 
	 	 	Tadaharu
      Wakabayashi Fund,
      Director         	 
	 	 	 	 


      

    

     

    
      4-13-20
Mita, Minato-ku   Tokyo, Japan 108-0073

      (JP)   T:  81.03.6657.8339       F:
81.03.6657 8340    (US) T:
01.914.613.3002     F:
01.646.514.1601