exhibit10-85.htm


     

    
      

      

    

    EXHIBIT
10.85

    


    FINANCIAL
SERVICES CONSULTING AGREEMENT

    


    This
Financial Services Consulting Agreement (the “Agreement”) is entered into this
15th Day of July 2008 by and between Imaging Diagnostic Systems,
Inc.( the “Company” or “IDSI”), a Florida corporation and R.H. Barsom Company, Inc.,
Richard E. Barsom (the “Consultant”), a New York corporation.

    


    RECITALS:

    A.
Consultant to increase investment in the Company in order to grow the Company's
market capitalization and increase qualified investor interest by means of
investor relation services and to provide guidance and assistance in available
alternatives to maximize shareholder value (the “Services”).

    


    B. The
Company desires to obtain the assistance of Consultant, and Consultant is
willing to provide such assistance, with respect to the Services.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, the sufficiency of which is hereby acknowledged by each of the parties,
the Company and Consultant hereby agrees as follows:

    


    TERMS:

    1.
Appointment as Consultant / Scope of Services.  The Company hereby
engages Consultant as a consultant in connection with the
Services.  Consultant hereby agrees to perform such consulting
services upon the terms and conditions hereinafter set forth.

    


    2.
Term.  The term (“Term”) of this Agreement shall commence on the date
hereof and continue for six (6) months.  At the conclusion of the
first three (3) months of the Term, no additional payments will be made to the
Consultant unless Company agrees to continue after an evaluation of the previous
three (3) months services provided by the Consultant.  If, after the
first three (3) months of the term, the Company determines that the services
performed by the Consultant were ineffective or insufficient, the Company shall
notify the Consultant as per paragraph 9, Notices; and upon receipt of such
notice, the Consultant hereby agrees to return the 2,500,000 share certificate
to the Company for cancellation.

    


    3.
Services of the Consultant.  Consultant agrees that during the term of
this agreement, unless this agreement is sooner terminated pursuant to its
terms, Consultant shall perform the Services.  The parties agree that
the general terms and conditions of this agreement will govern the Consultant’s
work.  The services performed by Consultant may be performed at days
and times, and in the order and sequence, as consultant deems desirable.
"Consultant" is not a registered broker dealer or associated person of such, and
is not purporting to act in any capacity requiring registration as a broker
dealer or associated person.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    4.
Compensation and Fees.  As consideration for Consultant entering into
this Agreement, the Company agrees to pay and deliver to Consultant the
following consideration:

    


    Certificates
representing an aggregate of five million (5,000,000) shares of restricted
common stock (“Shares”).  Shares are payable in two
payments:  The first payment of two million
five hundred thousand (2,500,000) restricted shares is due on the date hereof,
and the second payment
of two million five hundred thousand (2,500,000) restricted shares is due three
(3) months after the date hereof.  The Company will register as soon
as practicable the aggregate of five million (5,000,000) shares in an S-1
Registration Statement.  The Shares shall be issued to:

    To:          Richard
E. Barsom

    324 East
77th St

    New York,
NY 10075

    


    5.
Arbitration. All fees are returned if the services do not meet with evaluation
by the company and the consultant. All within the agreement herein .The parties
shall resolve any disputes arising hereunder before a panel of one arbitrator
selected to pursuant to and run in accordance with the rules of the American
Arbitration Association.  The arbitration shall be held in New York,
New York.  Each party shall bear their own attorneys fees and costs of
such arbitration.  Disputes under this agreement as well as all of the
terms and conditions of this Agreement shall be governed in accordance with and
by the laws of the State of New York. The successful party in the arbitration
proceedings shall be entitled to an award of reasonable attorneys’ fees and
costs from the Arbitrators.

    


    6.
Obligations of the Company. The Company hereby agrees to cooperate with the
Consultant and to provide Consultant with access to all information reasonably
requested by Consultant related to the services.

    


    7.
Representations and Warranties of the Consultant. Consultant hereby represents
and warrants as of the date hereof each of the following: Consultant has the
requisite power and authority to enter into this agreement and to carry out its
obligations hereunder. The execution and delivery of this agreement by
Consultant and the consummation by Consultant of the transactions contemplated
hereby have been duly authorized by Consultant, and no other action on the part
of the Consultant is necessary to authorize this agreement and such
transaction.

    


    8.
Representations and Warranties of the Company.  Company hereby
represents and warrants as of the date hereof each of the
following:

    


    (a)  The
Company has the requisite corporate power and authority to enter into the
agreement and to carry out its obligations hereunder.

    


    (b)  The
execution and delivery of this agreement by the Company and the consummation by
Company of the transactions contemplated hereby have been duly authorized by the
Company, and no other corporate proceedings on the part of the Company are
necessary to authorize this agreement and such transaction.


    
      
         


      

      
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    9.  Notices.  Any
notice or other communication required or permitted hereunder must be in writing
and sent by either (i) certified mail, postage prepaid, return receipt requested
and First Class mail, (ii) overnight delivery with confirmation of delivery,
(iii) facsimile transmission or by e-mail with an original mailed by first class
mail, postage prepaid, addressed as follows:

    


    If to the
Company:                                               Imaging Diagnostic Systems,
Inc.

    Attention: Linda Grable

    6531 N.W.
18th Court

    Plantation,
FL 33313

    Facsimile
No.: (954) 581-0555

    


    If to
Consultant:                                                   R.H. Barsom Company
Inc.

           
Attention: Richard E.
Barsom

                   
324 East 77th
Street

                    New
York, NY 10075

    Facsimile
No.: (212) 717-0207

    


    or in
each case to such other address, facsimile number, or e-mail as shall have last
been furnished by like notice.  Each notice or communication shall be
deemed to have been given as of the date so mailed or delivered, as the case may
be; provided, however, that any notice sent by facsimile or e-mail shall be
deemed to have been given as of the date sent by facsimile or e-mail if a copy
of such notice is also mailed by first class mail on the date sent by facsimile
or e-mail; if the date of mailing is not the same as the date of sending by
facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice given.

    


    10.  Independent
Contractor.  In its performance hereunder, Consultant and its agents
shall be an independent contractor.  Consultant shall complete the
services required hereunder according to his own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of IDSI, except as to the results of
the work.  The Company acknowledges that nothing in this Agreement
shall be construed to require Consultant to provide services to IDSI at any
specific time, or in any specific place or manner.  Payments to
consultant hereunder shall not be subject to withholding taxes or other
employment taxes as required with respect to compensation paid to an
employee.

    


    11.  Counterparts.  This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


    



    
      
         


      

      
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                IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date
first written above.

    


    


    
      	
              Imaging
      Diagnostic Systems, Inc.

            	
              R.H.
      Barsom Company Inc.

            
	 
      	 
      
	 
      	 
      
	
              Signature:
      /s/ Linda B.
      Grable

            	
              Signature:
      /s/ Richard E.
      Barsom

            
	
              Print
      name:  Linda B. Grable

            	
              Print
      name:  Richard E. Barsom

            
	
              Print
      title:  Interim CEO and Chairman of the Board

            	
              Print
      title:  President

            
	
                                
      

            	 
      


    

    


    


    
      	
              Signature: 
      /s/
      Allan L. Schwartz

            
	
              Print
      name:  Allan L. Schwartz

            
	
              Print
      title:  Executive Vice President and Chief Financial
      Officer

            
	
                               
      

            


    

     

    
 

    
 

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