ex10-4.htm


    EXHIBIT
10.04


     

    RedChip
Securities, Inc.

    5755
North Point Parkway, Suite 3

    Alpharetta,
GA 30022

    770-410-1040  Office     678-949-0373
Cell    404-921-9639 Fax

     

     

    April 14,
2009

     

     

    Kathleen
Karloff

    CEO of
INVO Bioscience, Inc.

    100
Cummings Center

    Suite
421e

    Beverly,
Mass 01915

     

    Dear Ms.
Karloff,

     

    RedChip
Securities, Inc. (“RedChip”) a broker-dealer registered with the Securities and
Exchange Commission (“SEC”) and a member in good standing of the Financial
Industry Regulatory Authority, Inc., would be pleased to serve as investment
banker and placement agent for INVO Bioscience, Inc.,(the “Company”), in
connection with the current growth plans of the Company and the funding thereof.
The initial terms of the engagement shall be for 120 days on a non-exclusive
basis from the date of this agreement. The engagement may be extended at the
sole discretion of the Company.

     

    The
Services of RedChip

     

    In its
role as investment banker, RedChip shall provide the following
services:

     

    
      	
              ·  

            	
              Use
      our best efforts to secure up to $5,000,000 in private placement of the
      companies securities on a best efforts
basis,

            


    

     

    
      	
              ·  

            	
              Evaluate
      the Company’s capital requirements for funding current
    growth,

            


    

    


    
      	
              ·  

            	
              Assist
      in the structure of the securities to be used to complete the
      funding,

            


    

     

    Compensation

     

    In
connection with the services to be provided, as outlined above, the Company
shall pay to RedChip fees in the following manner: However all fees and commissions are
subject to the rights granted within the termination clause.

     

    
      	
              ·  

            	
              For
      its role as investment banker RedChip shall receive a fee equal to $8,000
      payable in four equal installments of $2,000. The first installment is due
      upon the execution of this agreement and every thirty days thereafter
      until the balance is paid.

            


    

    


    
      	
              ·  

            	
              75,000
      shares of restricted shares of INVO Common stock to be issued upon
      execution of this agreement.

            


    

    


    
      	
              ·  

            	
              For
      the placement of common or preferred stock and any convertible/redeemable
      debt RedChip shall receive 10% of the principal amount raised at each
      closing.

            


    

     

    
      	
              ·  

            	
              Additionally
      RedChip shall receive 10% warrant coverage for any equity or sub-debt
      placed. The warrants shall be for five years and shall be exercisable at
      10% above the offering price or conversion price and have piggyback
      registration rights. All warrants shall be covered in a separate warrant
      agreement.

            


    

    
    

     

    
      	
              ·  

            	
              RedChip
      shall also be reimbursed for any pre-approved out of pocket
      expenses.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
Company agrees that if RedChip directly introduces the Company, during the term
of this agreement to any person(s) or entity that within two years from the
termination date of this agreement, provides any equity or debt financing to the
Company or any affiliate thereof, the Company shall pay the fees as stated in
this agreement. Upon the termination of this agreement RedChip shall provide a
list of investors that have been approached by RedChip to the Company for
approval for payment under this agreement.

     

    Termination

     

    The
Company shall have the right to terminate this agreement upon giving 30 days
written notice. Upon termination by either party all expenses, advisory fees and
commissions earned shall be paid immediately.

     

    Notices

     

    Except as
otherwise specifically agreed, all notices and other communications made under
this agreement shall be in writing and when delivered in person by certified
mail-return receipt requested, by recognized commercial carrier or by facsimile
transmission, shall be deemed given on the same day if delivered on a business
day during normal business hours, or on the first business day following
delivery in person or by facsimile outside normal business hours, or on the date
indicated on the return receipt requested. All notices sent shall be sent to the
representatives of the party to be notified at the addresses indicated
respectively below, or at such other addresses as the parties to be notified may
from time to time by like notice hereafter specify:

     

    If to the
Company:                                               Kathleen
Karloff

    CEO of
INVO Bioscience, Inc.

    100
Cummings Center

    Suite
421e

    Beverly,
Mass 01915


     

    If to RedChip Securities,
Inc.:                             Mr.
Timothy Moody, President

    5755 North Point Parkway

    Suite 3

    Alpharetta, GA 30022

     

    Indemnification

     

    The
Company and RedChip each agree, to the extent allowed under governing law, to
indemnify and hold the other party harmless from any claim, demand, suit, loss,
or liability which the indemnified party may sustain as a result of the
indemnifying party’s breach of its duties to the indemnifying party’s errors or
omissions and from the reasonable expenses of the indemnified party, including
attorney’s fees, incurred in connection with such claims and damages
(collectively “Damages”). As a condition precedent to asserting a right of
indemnity, the party seeking indemnification shall have given the indemnifying
party timely written notice of the assertion of the claim to which the right of
indemnification is claimed to exist.


     

    Representations
and Warranties

     

    All
communication and information provided by the Company to RedChip, whether
written or oral, with respect to operations and profitability is true and
accurate. RedChip may rely on the accuracy thereof.

     

    The
financial statements of the Company as presented to RedChip together with the
related schedules and notes present fairly the financial position of the Company
and the results of its operations and the changes in its financial position at
the respective dates and for the respective periods for which they apply; such
financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied, throughout the periods indicated
except as otherwise stated therein.

     

    The
Company is not in default, in the performance of any obligation, agreement or
condition contained in any debenture, note, loan agreement or other evidence of
indebtedness of the Company.  Except with respect to such defaults
which have been waived in writing or for which consents have been obtained in
writing, the execution and delivery of this agreement and the consummation of
the transactions herein contemplated, will not conflict with or result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under, the certificate of incorporation, as amended, or bylaws of the Company,
any note, indenture, mortgage, deed of trust, or other agreement or instrument
to which the Company is a party or by which it or any of its property is bound,
or any existing law, order, rule, regulation, writ, injunction, or decree of any
government, governmental instrumentality, agency or body, arbitration tribunal
or court, domestic or foreign, having jurisdiction over the Company or its
property.

     

    The
Company is duly incorporated and validly existing, is in good standing as a
corporation under the laws of Nevada with full corporate power and the authority
to own its property and conduct its business, present and proposed, and the
Company has full corporate power and authority to enter into this agreement. The
Company is duly qualified and in good standing as a domestic corporation in each
jurisdiction in which it owns or leases real property or transacts business
requiring such qualification, except where the failure to so qualify or to be in
good standing would not result in a material adverse effect on the
Company.

     

    Confidentiality

     

    In
connection with the engagement, RedChip shall have access to confidential
materials of the Company.  RedChip, its shareholders, employees and
agents shall keep all such information strictly confidential in whatever form so
received, and shall execute a confidentiality agreement if so requested by the
Company, and RedChip agrees that the Company shall be entitled to equitable and
injunctive relief including damages in the event RedChip breaches any of its
confidentiality obligations to the Company.

     

    Entire
Agreement, Governing Law, and Severability

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
agreement sets forth the entire understanding of the parties relating to the
subject matter hereof and supersedes and cancels any prior communications,
understanding and agreements.  This agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
executed by both parties hereto.

     

    This
agreement shall be governed by and construed in accordance with the laws of the
State of Georgia.  The parties hereto agree to submit to arbitration
any action or dispute arising under the agreement or any action to enforce the
terms hereof.  Such arbitration shall be determined pursuant to the
procedure and rules as prescribed and adopted by the Financial Industry
Regulatory Authority, Inc. (“FINRA”). If FINRA agrees, one arbitrator shall
settle any arbitration between the two parties.

     

    If any
term, provision, covenant or restriction contained in the agreement is held by a
court of competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restriction contained in the agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.

     

    Acceptance

     

    Please
confirm your acceptance of the foregoing terms of the agreement by signing on
behalf of the Company, then returning two (2) executed originals of the
agreement to RedChip Securities, Inc.

                                           

    
      
        
          
            
              
                
                  	 	Very
      truly yours,	 
	 	 	 
	 	 	 
	 	RedChip
      Securities, Inc.	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/Tim
      Moody                              
      	 
	 	 	Timothy
      C. Moody	 
	 	 	President	 


                

              

            

          

        

      

    

     

     

    I
have read the foregoing and hereby agree to
the terms and conditions contained herein this 14th day of April
2009.

     

     

    
      
        
          	 	INVO
      Bioscience, Inc.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Kathleen
      Karloff                       	 
	 	 	Kathleen
      Karloff	 
	 	 	CEO	 
	 	 	 	 


        

      

    

     

     

     

    RedChip
Securities, Inc.

    5755
North Point Parkway, Suite 3

    Alpharetta,
GA 30022

    770-410-1040  Office     678-949-0373
Cell    404-921-9639 Fax