EXHIBIT
10.2

    


    

     

    CONSULTING
SERVICES AGREEMENT

    


    THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”)
is made and entered as of April 29, 2010 (the “Effective
Date”) by and between Accelerated Acquisitions V, Inc., a Delaware
Corporation (the “Company”)
and Accelerated Venture Partners LLC, a Delaware limited liability company (the
“Consultant”).  The
Company and the Consultant may each be referred to herein as a “Party” and
together as the “Parties.”

    


    RECITALS

    


    A.           The
Company is seeking to develop its business of demand pooling on the
Internet.

     

    B.           The
Consultant desires to assist the Company by providing advice about such
activities and to provide related services to the Company, subject to the terms
and conditions of this Agreement.

     

    THE
PARTIES AGREE AS FOLLOWS:

     

    Scope of Services;
Performance.  The consulting services
covered by this Agreement (collectively, the “Services”) are described in detail on
Exhibit
A attached
hereto.  Subject to the specific limitations imposed herein and those
resulting from the nature of the Services to be performed, the Consultant will
exercise independent professional judgment in determining the method, details,
and means of performing the Services.  The Company does not propose to
exercise any control over the method and manner of providing the
Services.  The Consultant will endeavor to perform the Services within
a reasonable period of time, except for delays occasioned by factors beyond the
Consultant’s control, by factors not reasonably foreseeable, or by factors
initiated by the Company.  No other warranty, express or implied, is
made with respect to Services performed under this
Agreement.

     

    Access to Company.  The Company shall make
available to the Consultant such of its personnel and resources as is reasonably
appropriate in order for the Consultant to perform the
Services.

     

    Compensation;
Payment.  The
Company will compensate the Consultant for the Services pursuant to the terms
set forth on Exhibit
B attached
hereto.  In the event that Consultant and the Company agree to amend
Exhibit
A so
as to cause the Consultant to provide additional Services, Exhibit
B shall
be amended to provide additional compensation for such additional
Services.  Except as otherwise set forth on Exhibit
B,
invoices will be sent to the Company monthly or in accordance with a mutually
agreed upon schedule set forth on Exhibit
B,
and shall be due within 30 days of the billing date indicated therein or on a
deferred basis as described on Exhibit
B.  The
Company agrees to pay interest on any outstanding balance (not including any
accrued but deferred amount) over 30 days past due at the lesser of the rate of
1.0% per month or the highest rate permitted under applicable state law until
such balance is paid.  Should the outstanding balance (not including
any accrued but deferred amount) remain over 30 days past due the Consultant may
also, without liability, suspend performance of the Services.  The
Consultant reserves the right to decline further work with the Company for any
reason, including without limitation, if the Company is delinquent in payment of
charges due to the Consultant hereunder (not including any accrued but deferred
amount).


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    Ownership;
Exclusions.  Except
as set forth below, any proprietary rights, whether tangible or intangible,
arising out of or relating to any portion of the Services, including but not
limited to all paper and electronic files provided as source materials, all
output files produced by the Company, and all printed copies of output files,
all work in progress, and all deliverables (collectively, the “Work
Product”)
shall be the sole property of the Company, and may be used without restriction
by the Company.  However, such Work Product shall not include
the proprietary systems, plans, concepts, programs, models, designs, tools,
equipment process automation, computer programs or code, devices, inventions and
processes of the Consultant (collectively, the “Consultant
Systems”)
used by the Consultant in connection with provision of the Services, nor shall
it include any improvements upon the Consultant Systems discovered or developed
by the Consultant in the course of providing the Services to the
Company.  The Consultant Systems, including improvements and any
proprietary rights therein, shall be the exclusive property of the
Consultant.

     

    Confidentiality.

     

    Definition.  For
purposes of this Agreement, “Confidential
Information”
means information of either Party (the “Disclosing
Party”)
or any person or business entity directly or indirectly controlled by or
controlling the Disclosing Party, or in which any of the aforesaid have at least
a 50% interest, which information is or has been disclosed to the other Party
(the “Recipient
Party”)
or is otherwise known to the Recipient Party as a consequence of or through the
performance of Services for the Company, whether or not related to the
Consultant’s duties for the Company, including, but not limited to, information
relating to original works of authorship, disclosures, processes, systems,
methods, formulas, trade secrets, procedures, concepts, algorithms, software,
compositions, techniques, drawings, specifications, models, data, source code,
object code, documentation, diagrams, flow charts, research procedures,
copyrights, copyright applications, trademarks, trademark applications, devices,
machinery, materials, cost of production, contract forms, prices, pricing
policies, volume of sales, promotional methods, identity or information about
customers or suppliers, marketing techniques or other information of a similar
nature.  Information shall be considered to be Confidential
Information if not known by the trade generally, even though such information
has been disclosed to one or more third parties pursuant to distribution
agreements, joint research agreements, or other agreements entered into by the
Disclosing Party.  Confidential Information shall not include
information which (a) is or becomes publicly known through no fault of the
Recipient Party; (b) is learned by the Recipient Party from a third party
entitled to disclose such information; (c) is previously known to the Recipient
Party before receipt from the Disclosing Party; (d) is developed by or for the
Recipient Party independently of the Confidential Information; or (e) is
required to be disclosed by a court or government agency of competent
jurisdiction.

     

    Restrictions.  Each
Party understands that it may receive Confidential Information of the other
Party during the course of this Agreement.  Neither Party shall,
either during or subsequent to the term of this Agreement, directly or
indirectly, disclose or use any Confidential Information of the other Party to
any person or entity, except as is necessary to perform the obligations
hereunder.

     

    Injunctive
Relief.  The
Parties acknowledge and agree that damages will not be an adequate remedy in the
event of a breach of either Party’s obligations under this Section
5.  Each Party therefore agrees that the other Party shall be entitled
(without limitation of any other rights or remedies otherwise available to such
other Party and without the necessity of posting a bond) to obtain an injunction
from any court of competent jurisdiction prohibiting the continuance or
recurrence of any breach of this Section 5.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    Financing
Transactions.  It
is understood that as relates to any public or private offering of convertible
debt, common or preferred stock or any other security or investment instrument
of the Company (“Financing”),
the Consultant is acting as an advisor only, is not a licensed securities or
real estate broker or dealer, and shall have no authority to enter into any
commitments on the Company’s behalf, or to negotiate the terms of any Financing,
or to hold any funds or securities in connection with any Financing or to
perform any act which would require the Consultant to become licensed as a
securities or real estate broker or dealer under applicable state or federal
law.  In
consideration of the Company entering into this Agreement and as an inducement
to the Company agreeing to pay the compensation described on Exhibit
B hereto,
the Company and the Consultant confirm and acknowledge that pursuant to the
Consultant’s provision of Services hereunder:

     

    The
Consultant has not engaged, and shall not engage, in any actions requiring
registration as a securities broker or dealer under any applicable federal,
state or foreign laws;

     

    The
Consultant shall only introduce to the Company prospective investors that the
Consultant reasonably believes are “accredited investors” as defined in Rule
501(a) promulgated under the Securities Act of 1933, as amended, and will assist
the Company in performing whatever reasonable due diligence investigation may be
necessary in order to confirm such “accredited investor” status;
and

     

    The
Consultant has not engaged, and shall not engage, in any general solicitation or
advertisement to seek investors or potential investors in the
Company.

     

    Indemnification
and Company Representation.

     

    Indemnification
of Consultant.  In
addition to the specific indemnification contemplated under Section 7.3 below,
the Company agrees to indemnify and hold harmless the Consultant from and
against any and all losses, claims, damages, liabilities, judgments, charges and
expenses (including all legal or other expenses reasonably incurred by the
Consultant) in connection with investigating or defending against or providing
evidence in any litigation, whether commenced or threatened, in connection with
any claim, action or proceeding to which the Consultant becomes subject, whether
or not resulting in any liability, caused by, or arising out of any Services by
the Consultant under this Agreement; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability is found to have resulted from the Consultant’s negligence,
bad faith, fraud
or misconduct..

     

    Counsel.  The
Consultant shall be entitled to employ counsel separate from the Company and
from any other party in such action.  In such event, the reasonable
fees and disbursements of such separate counsel, as incurred, shall be paid by
the Consultant.

     

    Company
Representation and Warranty.  The
Company hereby represents and warrants that all information provided to
Consultant pertaining to the Company and relating to the Services shall be true
and correct in all material respects, and that the Company shall hold Consultant
harmless from any and all liability, expenses or claims arising from the
disclosure or use of such information.

     

    Indemnification
of Company.  If
the Company or its officers, directors, shareholders or affiliates suffer or
incur any loss, claim, damage, liability or expense by reason of the
Consultant’s negligence,
bad faith, fraud
or misconduct in the provision of Services, the Company and any such persons
have the same rights of indemnification from the Consultant as are given by the
Company to the Consultant hereunder.


    
      
         


      

      
         


        
          
 

      

      
         


      

    


    Term
and Termination.  This
Agreement shall be effective from and after the date hereof until one year after
the Effective Date, unless earlier terminated by either Party in writing on 10
days notice; provided, however, that the Company may not terminate this
Agreement other than for “Cause” (as defined below) or in connection with a
“Buyout” as described in Exhibit
B.  For
purposes of this Agreement, termination for “Cause”
means either (a) termination by the Company of this Agreement by reason of the
Consultant’s fraud or misconduct that materially and adversely affects the
Company, negligence in the performance of Services,persistent
failure to perform the Services as contemplated herein, conduct
that discredits the Company, or material breach of the terms of this Agreement,
provided in each case that the Consultant has been provided written notice of
the facts and circumstances alleged to constitute Cause hereunder and at least
30 days’ opportunity to cure the same, or (b) termination by the Company of this
Agreement for any reason or no reason if “Milestone 1” (as defined in
Exhibit B)
has not occurred on or before one year after the Effective
Date.

     

    Limitation
of Liability.

     

    Sole
Remedy.  The
sole remedy for any breach of this Agreement by the Consultant shall be to
reimburse the Company for actual fees received by the Consultant relating to
Services that were not provided as a result of the breach.  In no
event shall the Consultant’s aggregate liability to the Company under this
Agreement exceed the amount of cash fees received by the Consultant
hereunder.

     

    Limitation
of Liability.  IN
NO EVENT SHALL THE CONSULTANT, ITS AFFILIATES, OFFICERS, AGENTS, MANAGERS OR
MEMBERS (COLLECTIVELY, THE “CONSULTANT
AFFILIATES”)
BE LIABLE FOR ANY DAMAGES INCLUDING LOSS OF USE, INTERRUPTION OF BUSINESS, OR
ANY INDIRECT, SPECIAL OR INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
(INCLUDING LOSS OF PROFITS) IN CONNECTION WITH THE TERMS OF THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE CONSULTANT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     

    Other
Engagements.  Nothing
in this agreement shall preclude the Consultant from entering into agreements
similar to this Agreement with other parties.  In addition, the
Company acknowledges and agrees that the Consultant may, concurrent with
engagements undertaken for the Company and in the future, undertake consulting
or service engagements with other persons or entities whose business or products
may be similar to or competitive with the business or products of the
Company.

     

    Independent
Contractor/Taxes.  The
Consultant is not an agent or employee of the Company and is not authorized to
act on behalf of the Company.  Except as required by a final
determination by the Internal Revenue Service or state taxing authority and upon
due notice to the other party, the Consultant and the Company each agrees that
it will treat the Consultant as an independent contractor for tax purposes and
file all tax and information returns and pay all applicable taxes on that
basis.

     

    Notices.  Any
notice given pursuant to this Agreement shall be in writing and shall be
effective immediately upon hand delivery or delivery by courier to the other
Party or one business day after facsimile transmission to the other Party or
five business days after deposit
of the notice in the United States first class mail, by registered or certified
mail, postage prepaid, to the addresses set forth below the respective signature
lines of the Parties.

     

    Arbitration.  Any
controversy or claim arising out of, or relating to, this Agreement or the
breach of this Agreement will be settled by arbitration by, and in accordance
with the applicable Commercial Arbitration Rules of the American Arbitration
Association and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction.  The arbitrator(s) will have
the right to assess, against a Party or among the Parties, as the arbitrator(s)
deem reasonable, (a) administrative fees of the American Arbitration
Association, (b) compensation, if any, to the arbitrator(s) and (c) attorneys’
fees incurred by a party.  Arbitration hearings will be held in the
county of defendant.  The provisions of California Code of Civil
Procedure Section 1283.05 will apply to any
arbitration.

     

    No
Joint Venture.  Nothing
in this Agreement shall be construed to make the Parties hereto joint venturers
or partners or to create any relationship of principal and
agent.  Neither Party has the power or authority to commit or bind the
other Party without such other Party’s prior written
consent.


    
      
         


      

      
         


        
          
 

      

      
         


      

    

     

    Governing
Law.  This
Agreement shall be governed by and interpreted pursuant to the laws of the State
of California, excluding those laws that direct the application of the laws of
another jurisdiction.

     

    Waiver.  The
waiver of any term or condition contained in this Agreement by any Party shall
not be construed as a waiver of a subsequent breach or failure of the same term
or condition or a waiver of any other term or condition contained in this
Agreement.

     

    Assignment.  The
rights and liabilities of the Parties hereto shall bind and inure to the benefit
of their respective successors, heirs, executors and administrators, as the case
may be; provided, however, that as the Company has specifically contracted for
the services to be provided by the Consultant hereunder, the Consultant may not
assign or delegate the Consultant’s obligations under this Agreement either in
whole or in part without the prior written consent of the
Company.

     

    Headings.  The
section headings used in this Agreement are intended for convenience of
reference and shall not by themselves determine the construction or
interpretation of any provision of this Agreement.

     

    Survival
of Provisions.  Each
and all of the terms, provisions and/or covenants of each of Sections 4, 5, 7
and 9 through 21 and Section 2 (a) of Exhibit of this Agreement shall, for any
and all purposes whatsoever, survive the termination of this
Agreement.

     

    Entire
Agreement; Modifications.  Except
as otherwise provided herein or in the exhibits hereto, this Agreement
represents the entire understanding among the Parties with respect to the
subject matter of this Agreement, and this Agreement supersedes any and all
prior and contemporaneous understandings, agreements, plans, and negotiations,
whether written or oral, with respect to the subject matter hereof, including,
without limitation, any understandings, agreements, or obligations respecting
any past or future compensation, bonuses, reimbursements, or other payments to
the Consultant from the Company.  All modifications to the Agreement
must be in writing and signed by each of the Parties
hereto.

     

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

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as
of the date first above written.

     

    
      
        
          
            	
                    Accelerated
      Acquisitions V, Inc.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Richard K. Aland

                  
	 
      	
                    Name:
      Richard K. Aland,

                  
	 
      	
                    Title:
      Chairman and Chief Executive Officer:

                  
	 
      	 
      
	 
      	
                    Address:

                  	
                    12720
      Hillcrest Rd Ste 1045

                  
	 	 	 
	 
      	 
      	
                    Dallas,
      TX  75230

                  


          

        

      

    

    


    
      
        	
                Accelerated
      Venture Partners LLC

              
	 
      
	
                By:

              	
                /s/ Timothy Neher

              
	 
      	
                Name:
                Timothy
      Neher

              
	 
      	
                Title:
                 
      Managing Member

              
	 
      	 
      
	
                Address:

              	
                1840
      Gateway Drive, Suite 200

              
	 
      	
                Foster
      City, CA 94404

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    SCOPE
OF SERVICES

     

    Subject
to the terms and conditions of the Agreement to which this Exhibit A is
attached, the Company hereby appoints the Consultant its nonexclusive agent to
assist the Company by reviewing the Company’s business plan, identifying and
introducing prospective financial and business partners to the Company who will
close upon a financing transaction as described in greater detail in Exhibit B
to this Agreement (collectively, the “Services”).

     

    The
Consultant will report to the Company’s Chief Executive Officer and Board of
Directors.

     

    The
Company will not control in any way the methods used by the Consultant in
performing the Services.  The Consultant will at all times, and at the
Consultant’s own expense, maintain all facilities, equipment, and
instrumentalities required to perform the Services, including without
limitation, office space, computer, printer, internet connection, facsimile,
paper, office supplies and telephone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    COMPENSATION
AND EXPENSES

     

    1.           Equity
Compensation.  In consideration of providing the Services, the
Company will issue to the Consultant shares of the Company’s common stock (the
“Shares”)
representing 7.5% of the Company’s total “fully-diluted” capitalization, i.e.,
including all shares of common stock, preferred stock and other equity on an
as-converted basis plus all shares issued or issuable upon exercise of options,
warrants or other convertible securities and all shares reserved under any
employee stock option or similar plan(s).  The Shares will be issued
within 10 days after the Effective Date at a
purchase price of $0.0001 per share payable by the Consultant in
cash.  The Shares will be subject to a right of repurchase in favor of
the Company at $0.0001 exercisable upon termination of this Agreement pursuant
to Section 8, which right of repurchase will lapse as follows:

     

    (a)           The
right of repurchase will lapse with respect to 70% of the Shares upon a
successful reverse merger with a publicly listed SEC reporting entity or
Company’s securing at least $5 million in available cash, whether from debt or
equity investment, grant funding, litigation proceeds, a combination thereof or
any other source (“Milestone
1”),
provided that the Consultant’s
provision of Services hereunder has materially contributed to the
Company’s
achievement of Milestone 1

     

    (b)           The
right of repurchase will lapse with respect to 20% of the Shares upon the
Company’s securing at least $10 million in available cash (inclusive of any
amounts already attributed to Milestone 1), whether from debt or equity
investment, grant funding, litigation proceeds, a combination thereof or any
other source (“Milestone
2”),
provided that the Consultant’s
provision of Services hereunder has materially contributed to the
Company’s
achievement of Milestone 2

     

    (c)           The
right of repurchase will lapse with respect to 10% of the Shares upon the
Company’s securing at least $15 million in available cash (inclusive of any
amounts already attributed to Milestone 1), whether from debt or equity
investment, grant funding, litigation proceeds, a combination thereof or any
other source (“Milestone
3”),
provided that the Consultant’s
provision of Services hereunder has materially
contributed to the Company’s
achievement of Milestone 3

     

    For the
sake of clarity, if the Company secures sufficient cash to qualify for a
Milestone described above, all prior Milestones shall also be deemed to have
been met, i.e., if the Company has not yet achieved Milestone 1 but then secures
$6 million in available cash, all Milestones will be deemed to have been
met.

     

    Should
the Consultant identify or introduce an investor to the Company, and should the
Company decide to accept an investment from that investor that is less than the
Milestone 1 minimum limit, then the compensation of Shares to the Consultant
will be prorated accordingly.  Notwithstanding anything above to the
contrary, the Company’s right of repurchase with respect to any Shares will
lapse in its entirety upon completion of all milestones, a merger, acquisition
or other change of control of the Company.

     

    2.           Cash
Compensation.  From the effective date herein, until Milestone
1 has been reached, the Company agrees to pay the Consultant at the rate of
$87,500 per month of Services.  The Company will defer payment of such
cash compensation until the Company has achieved Milestone 1.  Notwithstanding
the foregoing, if the Company terminates the Agreement for Cause prior to
Milestone 1, the Consultant will
not
be entitled to, and hereby waives any right to receive, any
accrued cash compensation hereunder.  Upon achievement of Milestone 1,
the Company will immediately pay all accrued cash compensation hereunder and
will thereafter continue to pay the Consultant on a monthly basis) at the rate
of $87,500 per month of Services until the Company has achieved Milestone
2.  Beginning in the month following achievement of Milestone 2, the
Company will pay the Consultant (on a monthly basis) at the rate of $87,500 per
month of Services.  Notwithstanding the foregoing, any cash
compensation otherwise payable by the Company to the Consultant pursuant to this
provision (a) in excess of $350,000 (milestone cap) may be deferred until
achievement of Milestone 2, and (b) in excess of $700,000 may be deferred until
achievement of Milestone 3.  At no time under this Agreement shall the
total sum payable to the Consultant in any Milestone period exceed
$1,050,000.  The total cash compensation to the consultant after
achievement of all milestones shall not exceed $1,005,000, unless the amount
received by the company is more than Milestone 3 as outlined in section (a)
below.  Upon termination of this Agreement for any reason, the
Consultant will waive any and all entitlement to cash compensation which has
been deferred pursuant to the foregoing provisions but not yet paid due to the
Company’s failure to achieve the applicable Milestone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (a) The
Parties agree that if Consultant identifies and introduces the Company to a
potential funding source and such potential funding source during or after the
Term of this Agreement provides equity or debt Financing that is an amount less
than Milestone 1, in between any of the above Milestones, greater than the above
Milestones and/or any Subsequent Financing Transaction occurs, the cash
compensation earned by the Consultant under this Agreement will be prorated
according to the above Milestones and billed to and paid by the
Company.

     

    3.           Accelerated Cash
Payments.  Notwithstanding the foregoing, during the 30 day
period following each Milestone, the Company may elect to terminate this
Agreement and forego all future cash payments to the Consultant by paying a lump
sum amount (the “Buyout”)
equal to the then monthly cash rate for Services set forth above times the
number of months remaining in the term of this Agreement, pro rated if necessary
for any partial months, times 95%.  If the Company chooses to pay the
Buyout, the Company’s right of repurchase with respect to the Shares as set
forth in Section 1 of this Exhibit B, if any,
will lapse in its entirety.

     

    4.           Expense
Reimbursement.  The Company agrees to reimburse the Consultant,
within ten business days of presentment of receipts in support thereof, for all
pre-approved reasonable, ordinary and necessary travel and entertainment
expenses incurred by the Consultant in conjunction with the Consultant’s
services to the Company, consistent with the Company’s standard reimbursement
policy.  The Company shall pay travel costs incurred by the Consultant
in conjunction with the Consultant’s services to the Company consistent with the
Company’s standard travel policy.

     

    5.           Participation
Rights.  The Company will allow the Consultant to invest up to
an additional $5 million in any future debt or equity offering of the Company on
the same terms and conditions offered to other participants in such
offerings.  The Consultant will not be obligated to participate in any
such offerings.