ex10-4.htm


     EXHIBIT 10.4

    SERVICES
AGREEMENT

     

    This
agreement (“Agreement”) sets forth the terms and conditions under which
COLLEGESTOCK, Inc. (“CollegeStock”) agrees to provide certain consulting
services, as more specifically set fourth hereinafter, to INVO Bioscience, Inc.
herein referred to as (“Client”).

    


    
      	
              1.  

            	
              Services.  CollegeStock
      will provide Client with the following
services:

            


    

    


    
      	
              (a)  

            	
              Detailed
      profile of client including benefits of investing in client; to be
      featured on CollegeStock.com for the duration of the
    contract.

            


    

    
      	
              (b)  

            	
              A
      minimum of one (1) 60 second placement featuring client on the Wide World
      of Stocks television show.

            


    

    
      	
              (c)  

            	
              A
      minimum of one (1) Micro Cap Movie featuring client to be broadcast on the
      internet to a minimum of 100,000
viewers.

            


    

    
      	
              (d)  

            	
              A
      detailed ‘Stock Wiki’ featured on www.Wikinvest.com for the duration of
      the contract.

            


    

    
      	
              (e)  

            	
              Management
      of clients twitter feed and additional social networking
      outlets.

            


    

    
      	
              (f)  

            	
              Prominent
      branding and advertising of client’s opportunity featured on the homepage
      of CollegeStock.com for the duration of the
  agreement.

            


    

    


    
      	
              2.  

            	
              Term.  This
      Agreement shall be for a period of one (1) year commencing September 1,
      2009 and terminating September 1,
2010.

            


    

    


    
      	
              3.  

            	
              Fees. Consultant
      shall be compensated as follows:

            


    

    


    
      	
              a.  

            	
              A
      retainer of 1 million shares of rule 144 restricted stock 50% due upon
      signing and the remainder by March 1,
2010.

            


    

    


    
      	
              4.  

            	
              Expenses.  Client
      shall reimburse Consultant for all reasonable, pre-approved expenses
      incurred by it in connection with this agreement.  Reimbursement
      shall be on a bi-weekly basis.

            


    

    


    
      	
              5.  

            	
              Compliance with
      Law.  Consultant agrees to provide services contemplated
      under this agreement in strict accordance with applicable laws and agrees
      to indemnify Client for specific damages only incurred by it as a result
      of Consultant’s negligent acts or blatant omissions in violation of such
      laws.

            


    

    


    
      	
              6.  

            	
              Governing Law.
      This agreement shall be interpreted under and governed by the laws of the
      State of Massachusetts without regard to conflicts of
  laws.

            


    

    


    
      	
              7.  

            	
              Arbitration. Any
      controversy, dispute or claim between the parties relating to this
      agreement shall be resolved by binding arbitration in accordance with the
      rules of the American Arbitration Association in the State of
      Massachusetts.  As to any and all disputes, the prevailing party
      shall be entitled to recovery of all costs including but not limited to
      attorney’s fees, court costs, costs of appeal, interest from day of
      breach, cost of preparation and all other costs allowed by the
      court.

            


    

    


    
      	
              8.  

            	
              Authority. By
      signing this Agreement, the signing party represents that he has
      unconditional authority to enter the Agreement on behalf of
      Client.

            


    

    


    
      	
              9.  

            	
              Confidentiality.
      This is the entire agreement between the parties pertaining to its subject
      matter and supersedes all prior agreements, representations and
      understandings of parties.  No modification of this agreement
      shall be binding unless agreed in writing by the parties.  If
      any term, condition or provision of this agreement shall be declared
      invalid or unenforceable, the remainder of this Agreement shall not be
      affected thereby and shall remain in force and
  effect.

            


    

    


    


    ACCEPTED
AND AGREED TO THIS 31st DAY
OF AUGUST 2009

    


    


    COLLEGESTOCK,
INC.

    


    


    


    By: /s/
Thomas
McCarthy             


          
Thomas
McCarthy, President

    


    


    


    INVO
BIOSCIENCE, INC.

    


    


    By: /s/Kathleen
Karloff                


           Kathleen
Karloff, CEO